Common use of Waiver; Amendments Clause in Contracts

Waiver; Amendments. No delay on the part of the Agent, any Lender, or the holder of any 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. Except as provided in Section 6.2(b), 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, any Lender, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, any LenderBank, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend (other than in accordance with Section 13.8(a)) or increase the amount of the Commitments, extend the maturity of any Commitment or Loan, change the definition of “Required LendersBanks” or “Percentage” in Section 1, amendamend or modify Section 4.1, waiveor change any of the defined terms used in Section 4.1, change amend or otherwise modify the terms of Section 3.64.4, Section 5.2(a4.5, Section 4.7, Section 6.2(a), Section 10.1.111.1.1, Section 11.1.8, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), 13.1 or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 10.1 for the making of any Committed Loan without the written consent of the Obligors and the Lender 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, 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 Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding holder of the Commitment or Committed 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 provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. (a) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement Agreement, the Notes or any of the Committed Notes other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any Debt that is subordinated to the Obligations and/or any Liens that are subordinated to the Liens securing the Obligations) shall in any event be effective unless the same shall be in writing and signed and delivered by the Obligors Borrowers (or, in the case of the Committed Notes, the Borrower), the Agent with respect to Loan Documents to which Borrowers are a party) and by the Non-Defaulting Lenders having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such express designation as to any provision of this Agreement or the Committed Notesherein, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. ; provided, however, that: (i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrowers, do any of the following: (1) increase any of the Commitments (provided, that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (2) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (iii) of this Section 10.1(a)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (3) reduce the principal amount of any Term Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.7.1), or any fees or other amounts payable hereunder or under the other Loan Documents; (ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrowers (with respect to Loan Documents to which Borrowers are a party), do any of the following: (1) release any party from its guaranty under the Guarantee and Collateral Agreement or all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (2) change the definition of Required Lenders or Limited Voting Lenders, (3) change any provision of this Section 10.1, (4) amend the provisions of Section 2.12.2, or (5) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver or consent under the Loan Documents; and (iii) no such amendment, modification, waiver or consent shall, unless in writing and signed by Required Lenders, in addition to Borrowers, amend, modify or waive Sections 2.10.2 or 2.10.3 with respect to the timing or application of mandatory prepayments of the Term Loans. (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent in addition to Borrowers and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9) under this Agreement or any other Loan Document. (c) Notwithstanding any provision to the contrary set forth in this Agreement, it is agreed and understood as follows with respect to Limited Voting Lenders and Defaulting Lenders: (i) all Limited Voting Lenders and Defaulting Lenders (and their respective Pro Rata Shares) shall change be excluded from the determination of Required Lenders, and shall not have voting rights with respect to any matters requiring the approval of Required Lenders; (ii) no Limited Voting Lender or Defaulting Lender shall be considered a “Lender” for purposes of the proviso to the definition of the term “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or ”; (iii) no Limited Voting Lender or Defaulting Lender shall have any voting rights under clause (other than in accordance with 2) of Section 12.9(a10.1(a)(i)) extend the scheduled maturityor clause (1), increase the amount of, (2) or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions (4) of Section 12 10.1(a)(ii); and (iv) any Term Loans held by a Limited Voting Lender or any provision herein affecting the rights and duties of the Agent in its capacity as such a Defaulting Lender shall be amendedexcluded for purposes of determining any approval to be provided pursuant to Section 10.1(a)(iii), modified and no Limited Voting Lender or waived without the Agent’s written consentDefaulting Lender shall have any voting rights under Section 10.1(a)(iii).

Waiver; Amendments. No delay on the part of the Agent, any Lender, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), 12.1 or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, any LenderBank, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend or increase the amount of the Commitments, extend the maturity of any Commitment or Loan, change the definition of “Required LendersBanks” or “Percentage” in Section 1, amendamend or modify Section 4.1, waiveor change any of the defined terms used in Section 4.1, change amend or otherwise modify the terms of Section 3.64.4, Section 5.2(a4.5, Section 4.6, Section 6.2(a), Section 10.1.111.1.1, Section 11.1.8, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), 13.1 or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 10.1 (or Section 5.3 in connection with the exercise of the Term-Out Option) for the making of any Committed Loan without the written consent of the Obligors and the Lender 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, 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 Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding holder of the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. (a) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Investment Documents (or subordination and intercreditor provisions relating to any Subordinated Debt) shall in any event be effective unless the same shall be in writing and signed by the Note Parties and by the Required Purchasers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver or consent shall, unless in writing and signed by (i) all of the Purchasers, (A) extend the date scheduled for payment of any principal of or interest on the Notes or any fees or other amounts payable hereunder or under the other Investment Documents, unless such extension is made ratably to all of the Notes or other such payment obligations hereunder, (B) reduce the rate of interest applicable to any Note (provided, that Required Purchasers may rescind an imposition of default interest pursuant to Section 2.1.4), unless such reduction is made ratably to all of the Notes, (C) change the definition of Required Purchasers, (D) amend Section 2.4.4 or any other provision of this Agreement providing for the ratable application of payments among the Purchasers, (E) change any provision of this Section 10.1, or (F) adversely affect the interests of any Purchaser in a disproportionate or unequal manner as compared to any other Purchaser, or (ii) each of the Purchasers directly affected thereby, (A) waive or reduce the principal amount of any Note or (B) increase the commitment of a Purchaser to purchase Notes hereunder (provided, that only the Purchasers participating in any such increase in the principal amount of the Notes shall be considered directly affected by such increase). (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to the Note Parties and Required Purchasers (or all of the Purchasers, as the case may be, in accordance with Section 10.1(a) above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9) under this Agreement or any other Investment Document. (c) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan Purchaser 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. Except as provided in Section 6.2(b), 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, any Lender, Bank ------------------ or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 (including telegram or telex) and signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent Company and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 Banks having, in the Required Lendersaggregate, a Percentage of 66 2/3% or more, 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 extend or increase the definition amount of “Required Lenders” the Credit, the scheduled maturity of the Notes, or “Percentage” in Section 1the scheduled date for the payment of interest or fees, amend, waive, change or otherwise reduce the fees or the rate of interest payable with respect to the Notes or modify the terms provisions of Section 3.63.1.5, Section 5.2(a)3.1.7, Section 10.1.14.5, 6.3, ------- ----- ----- --- --- 6.4, or this Section 12.1, release all 13.9 or substantially all modify the provisions of Article X in a manner adverse to the --- ---- ------- - Banks or impose an additional obligation on any of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), Banks or otherwise change reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of all of the Obligors and all Non-Defaulting Lenders, Banks or (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturitymaturity of, increase or the amount ofscheduled date for the payment of interest or fees on, 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 Note without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebyholder of such Note. No The provisions of this Section 12 13.1 may ------- ---- not be amended or any provision herein affecting modified without the rights and duties consent of all of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consentBanks.

Waiver; Amendments. No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan ------------------ 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and signed and delivered by the Non-Defaulting Lenders Xxxxxxx having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) shall extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change Lenders or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without or (v) amend this sentence without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such 13 shall be amended, modified or waived without the ---------- written consent of the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided No right or remedy herein conferred upon the Lenders or the Administrative Agent is intended to be exclusive of any other right or remedy contained herein or in Section 6.2(b)any other Loan Document, no and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. No amendment, modification or waiver of, or consent with respect to, of any provision of this Agreement or the Committed Notes Agreement, and no consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed and delivered by the Obligors requisite Lenders set forth below and (or, in the case of the Committed Notes, the Borrower), the Agent and an amendment) by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 LendersBorrowers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that no such amendment, modification, waiver or consent shall without the written consent of: (i) shall change the Required Revolving Lenders, the Required Tranche A Term Lenders, the Required Tranche B Term Lenders and the Required Special Lenders, amend, modify or waive (x) Section 14.6 or 14.13, (y) any provision of this Agreement that provides for the approval or concurrence of the "Majority Lenders" or (z) any provision of this clause (i); (ii) all of the Revolving Lenders, (x) reduce the principal amount of any Revolving Loan or the rate of interest payable thereon, or reduce any fees payable hereunder in respect of the Revolving Loans, (y) postpone the date for (or reduce the amount of) any scheduled reduction of the Revolving Commitment Amount or for any scheduled payment of principal, interest or fees in respect of any Revolving Loan or (z) amend, modify or waive any provision of this clause (ii), the definition of “"Required Revolving Lenders" or the definition of "Revolving Loan Percentage"; (iii) all of the Tranche A Term Lenders, (x) reduce the principal amount of any Tranche A Term Loan or the rate of interest payable thereon, or reduce any fees payable hereunder in respect of the Tranche A Term Loans, (y) postpone the date for (or reduce the amount of) any scheduled payment of principal, interest or fees in respect of any Tranche A Term Loan or (z) amend, modify or waive any provision of this clause (iii), the definition of "Required Tranche A Term Lenders" or the definition of "Tranche A Term Loan Percentage"; (iv) all of the Tranche B Term Lenders, (x) reduce the principal amount of any Tranche B Term Loan or the rate of interest payable thereon, or reduce any fee payable hereunder in respect of the Tranche B Term Loans, (y) postpone the date for (or reduce the amount of) any scheduled payment of principal, interest or fees in respect of any Tranche B Term Loan or (z) amend, modify or waive any provision of this clause (iv), the definition of "Required Tranche B Term Lenders" or the definition of "Tranche B Term Loan Percentage"; (v) all of the Special Lenders, (x) reduce the principal amount of any Special Loan or the rate of interest or premium payable thereon, or reduce any fee payable hereunder in respect of the Special Loans, (y) postpone the date for (or reduce the amount of) any scheduled payment of principal, interest, fees or premium in respect of any Special Loan or (z) amend, modify or waive any provision of this clause (v) or the definition of "Required Special Lenders"; (vi) the Required Revolving Lenders, (x) amend, modify or waive any provision of this Agreement that provides for the approval or concurrence of the Required Revolving Lenders, or (y) amend, modify or waive Section 2.1.5, 2.2.2, 2.2.3 (as it relates to conversions and continuations of Revolving Loans), 2.3, 6.1, 11.2 or 14.19 or this clause (vi); (vii) Revolving Lenders having an aggregate Revolving Loan Percentage of 66-2/3% or more, change the advance rates or any other term of the definition of "Borrowing Base" or any of the defined terms used in such definition or amend or modify this clause (vii); (viii) Revolving Lenders having an aggregate Revolving Loan Percentage of 60% or more, postpone the date for (or reduce the amount of) any mandatory prepayment of principal, interest or fees in respect of any Revolving Loan or amend, modify or waive this clause (viii); (ix) Tranche A Term Lenders having an aggregate Tranche A Term Loan Percentage of 60% or more, postpone the date for (or reduce the amount of) any mandatory prepayment of principal, interest, fees or premium in respect of any Tranche A Term Loan or amend, modify or waive this clause (ix); (x) Tranche B Term Lenders having an aggregate Tranche B Term Loan Percentage of 60% or more, postpone the date for (or reduce the amount of) any mandatory prepayment of principal, interest, fees or premium in respect of any Tranche B Term Loan or amend, modify or waive this clause (x); (xi) Special Lenders having an aggregate Special Loan Percentage of 60% or more, postpone the date for (or reduce the amount of) any mandatory prepayment of principal, interest, fees or premium in respect of any Special Loan or amend, modify or waive this clause (xi); (xii) all of the Revolving Lenders, the Tranche A Term Lenders and the Tranche B Term Lenders, amend or modify the definition of "Required Lenders” "; (xiii) all of the Lenders, (t) amend or “modify the definition of "Majority Lenders" or the definition of "Total Percentage” in ", (u) amend Section 17.2, (v) increase the Commitment of any Lender or increase the aggregate Commitments, (w) amend, waivemodify or waive any provision of this Agreement that provides for the unanimous approval or concurrence of all of the Lenders, change (x) amend, modify or otherwise modify the terms waive any provision of this Section 3.6(other than, Section 5.2(asubject to clause (xii)(y) below, clauses (i), Section 10.1.1(ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) above), (y) amend or this Section 12.1modify clause (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (xi) above in any manner such as to require the consent of any class of Lenders specified in any such clause to any amendment, modification or waiver other than matters requiring the consent of such class on the date hereof or (z) release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), guarantors or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver all or consent without the written consent substantially all of the Obligors and all Non-Defaulting Collateral; and (xiv) the Required Lenders, (ii) shall amend, modify or waive any provision of this Agreement not specifically enumerated in the foregoing clauses (i) through (xiii); and provided, further, that no amendment or other modification, and no waiver of any Event of Default or Unmatured Event of Default, shall in any case have the effect of obligating any Revolving Lender to make any Loan, or the Issuing Lender to issue any Letter of Credit, if the conditions precedent specified set forth in Section 9.1 for the 11.2 to making any such Loan, or issuing any such Letter of any Committed Loan Credit, would not be satisfied absent such amendment, modification or waiver, without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebyRequired Revolving Lenders. No provisions provision of Section 12 13 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent’s written consent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase and it being understood and agreed that a waiver of any condition precedent set forth in this Agreement to making the additional advance pursuant to Section 2.2.2 or of any Default is not considered an extension or increase in the Commitments of any Lender), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents (excluding mandatory prepayments), or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and (ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents. (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document. (c) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or . (d) Notwithstanding anything to the Committed Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower)contrary herein, the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of Loan Parties may amend or modify this Agreement and any other Loan Document to (1) cure any factual or typographical error, omission, defect or inconsistency therein, or (2) grant a new Lien for the Committed Notes, by benefit of the Required Lenders, and then any amendment, modification, waiver or consent shall be effective only in the specific instance and extend an additional Lien over additional property for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all benefit of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), Lenders or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 for the making of any Committed join additional Persons as Loan without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consentParties.

Waiver; Amendments. No delay on the part of the Agent, any LenderBank, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend (other than in accordance with Section 13.8(a)) or increase the amount of the Commitments, extend the maturity of any Commitment or Loan, change the definition of “Required LendersBanks” or “Percentage” in Section 1, amendamend or modify Section 4.1, waiveor change any of the defined terms used in Section 4.1, change amend or otherwise modify the terms of Section 3.64.4, Section 5.2(a4.5, Section 4.7, Section 6.2(a), Section 10.1.111.1.1, Section 11.1.8, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), 13.1 or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 10.1 (or Section 5.3 in connection with the exercise of the Term-Out Option) for the making of any Committed Loan without the written consent of the Obligors and the Lender 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, 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 Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding holder of the Commitment or Committed 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 provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes other Loan Documents shall in any event be effective unless the same shall be in writing and writing, signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower), the Administrative Agent and Borrower, and unless reserved to the Administrative Agent herein, acknowledged by the Non-Defaulting Lenders Banks having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) shall extend or increase the Commitment of any Bank without the written consent of such Bank, (ii) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Bank directly affected thereby, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Bank directly affected thereby (except for periodic adjustments of the Interest Rate and fees resulting from a change in the LIBOR Index as provided for in the Note and other than the rescission of the implementation of the Default Rate of interest and/or fees by Required Banks as provided for in this Agreement), (iv) release any collateral for the Loan except as expressly provided for herein, (v) increase any Bank’s Pro Rata Share unless consented to by such Bank, (vi) decrease any Bank’s Pro Rata Share except in connection with a permitted assignment pursuant to Section 11.1(m)(iii) hereof, (vii) release any party from its obligations under the Loan Documents or all or any substantial part of the Property or Personal Property granted under the Loan Documents, except as expressly provided herein, (viii) change the definition of “Required Lenders” or “Percentage” in Banks, (ix) change any provision of this Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.111.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change x) reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver or consent without consent, without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebyBanks. No provisions provision of Section 12 Article 13 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent’s written consent. No amendment, waiver or consent unless in writing and signed by Administrative Agent, in addition to the Banks required hereinabove in Subsection (i) to take such action shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any Obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon Borrower shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Total Percentage of not less than the aggregate Total 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 LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall change or extend the Commitment of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall modify the allocation of any payment between the Term Loans without the consent of such Banks holding at least 66.6% of the aggregate outstanding principal amount of each of the Term A Loans and the Term B Loans. No amendment, modification, waiver or consent shall (i) shall change extend the definition date for payment of “Required Lenders” any principal of or “Percentage” in Section 1interest on any Loan or any fees payable hereunder, amend(ii) reduce the principal amount of any Loan, waivethe rate of interest thereon or any fees payable hereunder, change (iii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors collateral granted under the Collateral Documents or (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change iv) reduce the aggregate Total Percentage required to effect an amendment, modification, waiver or consent without without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebyBanks. No provisions of Section 12 13 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent’s . No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consentconsent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided to the extent set forth in Section 6.2(b)4.2.9 hereof, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 16.3 hereof, no amendment, modification, waiver or consent shall (ia) shall extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby, (c) 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 (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release any guarantor from its obligations under the 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 (except as permitted by Section 18.11), change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms any provision of Section 3.616.2, Section 5.2(a), Section 10.1.1, or any provision of this Section 12.120.1, release all the provisions of Section 16.3 or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver or consent without consent, without, in each case set forth in this clause (e), the written consent of all Lenders. No provision of Section 2.3.3 with respect to the Obligors and all Non-Defaulting Lenders, (ii) shall modify timing or waive any application of mandatory prepayments of the conditions precedent specified in Section 9.1 for the making of any Committed Loan Loans shall be amended, modified or waived without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, 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 Lenders having a majority of the Obligors and aggregate Pro Rata Shares of the applicable Lender holding the Commitment or Committed Loan adversely Loans affected thereby. No provisions provision of Section 12 18 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent’s . No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consentconsent of the Required Lenders, the Administrative Agent and Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving 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 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 Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. 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 each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and Borrowers 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 Borrowers 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, any Lender, Bank ------------------ or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 (including telegram or telex) and signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent Company and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 Banks having, in the Required Lendersaggregate, a Percentage of 66 2/3% or more, 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 extend or increase the definition amount of “Required Lenders” the Credit, the scheduled maturity of the Notes, or “Percentage” in Section 1the scheduled date for the payment of interest or fees, amend, waive, change or otherwise reduce the fees or the rate of interest payable with respect to the Notes or modify the terms provisions of Section 3.63.1.5, Section 5.2(a)3.1.7, Section 10.1.14.5, 6.3, ------- ----- ----- --- --- 6.4, or this Section 12.1, release all 13.9 or substantially all modify the provisions of Article X in a manner adverse to the --- ---- ------- - Banks or impose an additional obligation on any of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), Banks or otherwise change reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of all of the Obligors and all Non-Defaulting Lenders, Banks or (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturitymaturity of, increase or the amount ofscheduled date for the payment of interest or fees on, 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 Note without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebyholder of such Note. No The provisions of this Section 12 13.1 may ------------ not be amended or any provision herein affecting modified without the rights and duties consent of all of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consentBanks.

Waiver; Amendments. (a) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Investment Documents (or the Intercreditor Agreement or other subordination and intercreditor provisions relating to any Subordinated Debt) shall in any event be effective unless the same shall be in writing and signed by the Companies and by the Required Purchasers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver or consent shall, unless in writing and signed by (i) all of the Purchasers, (A) extend the date scheduled for payment of any principal of or interest on the Notes or any fees or other amounts payable hereunder or under the other Investment Documents, unless such extension is made ratably to all of the Notes or other such payment obligations hereunder, (B) reduce the rate of interest applicable to any Note (provided, that Required Purchasers may rescind an imposition of default interest pursuant to Section 2.1.4), unless such reduction is made ratably to all of the Notes, (C) change the definition of Required Purchasers, (D) amend Section 2.4.4 or any other provision of this Agreement providing for the ratable application of payments among the Purchasers, (E) change any provision of this Section 10.1, or (F) adversely affect the interests of any Purchaser in a disproportionate or unequal manner as compared to any other Purchaser, or (ii) each of the Purchasers directly affected thereby, (A) waive or reduce the principal amount of any Note or (B) increase the commitment of a Purchaser to purchase Notes hereunder (provided, that only the Purchasers participating in any such increase in the principal amount of the Notes shall be considered directly affected by such increase). (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to the Companies and Required Purchasers (or all of the Purchasers, as the case may be, in accordance with Section 10.1(a) above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9) under this Agreement or any other Investment Document. (c) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan Purchaser 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. Except as provided in Section 6.2(b), 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. (a) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any Subordinated Debt) shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party) and by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders (or the Agent with the consent of the Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (1) increase any of the Commitments (provided, that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (2) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (iii) of this Section 10.1(a) and provided that only Lenders participating in the extension of the date scheduled for payment shall be considered directly affected by such change) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (3) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.7.1), or any fees or other amounts payable hereunder or under the other Loan Documents; (ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (1) release any party from its guaranty under the Guarantee and Collateral Agreement or all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (2) change the definition of Required Lenders, (3) change any provision of this Section 10.1, (4) amend the provisions of Section 2.12.2, or (5) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver or consent under the Loan Documents; and (iii) no such amendment, modification, waiver or consent shall, unless in writing and signed by Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby (without the additional need for approval by Required Lenders), in addition to Borrower, amend, modify or waive Sections 2.10.2 or 2.10.3 with respect to the timing or application of mandatory prepayments of the Term Loans. Notwithstanding the foregoing for purposes of amendments, modifications or waivers of, or consent with respect to, matters set forth in clause (i) (other than subclause (1) thereunder to the extent such amendment or modification seeks to increase such Lender’s Commitments), (ii) and (iii) above, FTP Credit Holdings LLC shall have no voting rights or consent rights (and its Pro Rata Shares shall be excluded from the calculation of the necessary votes required thereunder); provided that the rights and obligations of FTP Credit Holdings LLC may not, in the context of any amendment modification, waiver or consent, be treated differently than those of the other Lenders holding the same tranche of Loans without the prior written consent of FTP Holdings LLC. The foregoing limitations shall not apply to any Lender (other than an Affiliate of FTP Holdings LLC) which has taken an assignment of Loans previously held by FTP Holdings LLC in accordance with the provisions of Section 10.8.1. (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent or the Issuing Lender, as applicable, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9) or the Issuing Lender, as applicable, under this Agreement or any other Loan Document. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Secured Hedging Obligations and resulting in such Secured Hedging Obligations becoming unsecured (other than pursuant to releases of Liens permitted in accordance with the terms hereof), shall be effective without the written consent of the applicable holder of such Secured Hedging Obligations, so long as such holder of the Secured Hedging Obligations or its Affiliate is a Lender party hereto. (c) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except . (d) Notwithstanding any provision to the contrary set forth in this Agreement, it is agreed and understood as provided in Section 6.2(b), no amendment, modification or waiver of, or consent follows with respect toto Limited Voting Lenders and Defaulting Lenders: (i) all Limited Voting Lenders and Defaulting Lenders (and their respective Pro Rata Shares of the Revolving Loan Commitment, any provision of this Agreement or the Committed Notes shall in any event be effective unless the same Revolving Outstandings and Term Loans, as applicable) shall be in writing and signed and delivered by excluded from the Obligors (or, in the case determination of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then shall not have voting rights with respect to any amendment, modification, waiver matters requiring the approval of Required Lenders; (ii) no Limited Voting Lender or consent Defaulting Lender shall be effective only in considered a “Lender” for purposes of the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall change proviso to the definition of the term “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or ”; (iii) no Limited Voting Lender or Defaulting Lender shall have any voting rights under clause (other than in accordance with 2) of Section 12.9(a10.1(a)(i)) extend the scheduled maturityor clause (1), increase the amount of, (2) or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions (4) of Section 12 10.1(a)(ii); and (iv) any Term Loans held by a Limited Voting Lender or any provision herein affecting the rights and duties of the Agent in its capacity as such a Defaulting Lender shall be amendedexcluded for purposes of determining any approval to be provided pursuant to Section 10.1(a)(iii), modified and no Limited Voting Lender or waived without the Agent’s written consentDefaulting Lender shall have any voting rights under Section 10.1(a)(iii).

Waiver; Amendments. (a) Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower is a party), by Lenders (other than Defaulting Lenders) having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (i) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders #155151395 participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth herein), or interest on, the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon, or any fees or other amounts payable hereunder or under the other Loan Documents; and (ii) no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower (with respect to Loan Documents to which Borrower is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2 or Section 2.10.4, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the Loan Documents. (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above, other than in each case any Defaulting Lender), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document. (c) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, any Lender, ------------------ Lender or the any other holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 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 Percentage of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall change extend or increase the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all amount of the Guarantors Commitments, (except ii) extend the release date for payment of any Guarantor pursuant to a transaction otherwise permitted 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 otherwise change any fees payable hereunder or (iv) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 13 ---------- or any other provision herein of this Agreement affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent’s written consent. No provision of this Agreement relating to the rights or duties of Designated Lender in its capacity as such shall be amended, modified or waived without the consent of Designated Lender.

Waiver; Amendments. No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (orand 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 increase or extend any Commitment of any Lender without the written consent of such Lender. No amendment, modification, waiver or consent shall (i) amend, modify or waive Section 7.5, (ii) increase the Revolving Commitment Amount, (iii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iv) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (v) release all or a substantial number of the guarantors from the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (vi) amend or modify Section 9.6.1 or Section 9.6.2 so as to reduce the minimum financial ratios set forth therein, (vii) amend or modify Section 9.6.3 or Section 9.6.4 so as to increase the maximum financial ratios set forth therein, (viii) amend or modify Section 9.6.5, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to Floor Plan Financings, (x) amend, modify or waive Section 6.3 or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in the case of the Committed Noteseach case, the Borrower)consent of all Lenders. The Agent shall not execute any material amendment, the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate Percentage expressly designated herein modification or waiver of, or material consent with respect thereto orto, in the absence of such designation as to any provision of this Agreement the Guaranty or any Collateral Document unless the Committed Notes, 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 (i) shall change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions provision of Section 12 or any other provision herein of this Agreement affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent’s written consent.

Waiver; Amendments. 109 (a) No delay on the part of the Agent, any Lender, or the holder of any 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. Except as provided in Section 6.2(b), no amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Xxxxxxx having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required Lenders, and then any . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. . (b) The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto. (c) No amendment, modification, waiver waiver, or consent may extend or increase the Commitment of any Lender without the written consent of that Lender. (d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon, or any fees payable under this Agreement without the consent of each Lender directly affected thereby (except (i) shall for periodic adjustments of interest rates and fees resulting from a change in the definition of “LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders” or “Percentage” Lenders may rescind any increase in the interest rate under and in accordance with Section 14.1). (f) No amendment, amendmodification, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1waiver, or consent may do any of the following without the written consent of each Lender (i) release any Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Section 12.1Agreement, (ii) release all or substantially all any substantial part of the Guarantors Collateral granted under the Collateral Documents (except the release of any Guarantor pursuant to a transaction otherwise as permitted hereunderby Section 14.11), or otherwise (iii) change the definitions of Pro Rata Share or Required Lenders, any provision of this Section 15.1, any provision of Section 13.3, or reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent consent. (g) No provision of Sections 6.2.2, 6.3, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the written consent of the Obligors and all Non-Defaulting Lenders, (ii) shall modify or waive any Lenders having a majority of the conditions precedent specified in Section 9.1 for the making of any Committed Loan without the written consent aggregate Pro Rata Shares of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely Term Loans affected thereby. . (h) No provisions provision of Section 12 14 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent. (i) No provision of this Agreement relating to the rights or duties of any Issuing Lender in its capacity as such may be amended, modified, or waived without the consent of that Issuing Lender. (j) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent, and the Loan Parties to (i) add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments, the Closing Date Term Loans, the Closing Date Term Loan Commitments, the Incremental Term Loans, the Incremental Term Loan Commitments, and the accrued interest and fees in respect thereof, and/or (ii) include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders. (k) 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 is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s written consentrequest, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the either Agent, any Lender, Bank ------------------ or the any other holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall change the Percentage or the Canadian 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 (i) shall change the definition of “Required Lenders” extend or “Percentage” increase (except as provided in Section 16.1.2) the amount of the Commitments, amend(ii) extend the ------------- date for payment of any principal of or interest on the Loans or any fees payable hereunder, waive(iii) reduce the principal amount of any Loan, change the rate of interest thereon or otherwise modify the terms any fees payable hereunder, (iv) release any Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of Section 3.6, Section 5.2(aa transaction permitted hereunder), any obligation of the Company under Section 10.1.1, 14 ---------- or this Section 12.1, release of Parent under the Parent Guaranty or all or substantially all of the Guarantors collateral granted under the Collateral Documents or (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change v) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision hereof affecting Canadian Banks in their capacity as such shall be amended, modified or waived without the written consent of the Obligors and all Non-Defaulting Lenders, (ii) shall modify Canadian Banks having Canadian Percentages aggregating 66 - 2/3% 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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebymore. No provisions provision of Section 12 13 or any other provision herein of ---------- this Agreement affecting the rights and duties of the either Agent in its capacity as such shall be amended, modified or waived without the written consent of such Agent’s . No provision of this Agreement affecting the Issuing Bank in its capacity as such shall be amended, modified or waived without the written consentconsent of the 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, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided to the extent set forth in Section 6.2(b)4.2.9 hereof, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Xxxxxxx having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 16.3 hereof, no amendment, modification, waiver or consent shall (ia) shall extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby, (c) 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 (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release any guarantor from its obligations under the 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 (except as permitted by Section 18.11), change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms any provision of Section 3.616.2, Section 5.2(a), Section 10.1.1, or any provision of this Section 12.120.1, release all the provisions of Section 16.3 or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver or consent without consent, without, in each case set forth in this clause (e), the written consent of all Lenders. No provision of Section 2.3.3 with respect to the Obligors and all Non-Defaulting Lenders, (ii) shall modify timing or waive any application of mandatory prepayments of the conditions precedent specified in Section 9.1 for the making of any Committed Loan Loans shall be amended, modified or waived without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, 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 Lenders having a majority of the Obligors and aggregate Pro Rata Shares of the applicable Lender holding the Commitment or Committed Loan adversely Loans affected thereby. No provisions provision of Section 12 18 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent’s . No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consentconsent of the Required Lenders, the Administrative Agent and Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving 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 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 Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. 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 each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and Borrowers 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 Borrowers 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, any LenderBank, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend (other than in accordance with Section 13.8(a)) or increase the amount of the Commitments, extend the maturity of any Commitment or Loan, change the definition of “"Required Lenders” Banks" or “"Percentage” " in Section 1, amendamend or modify Section 4.1, waiveor change any of the defined terms used in Section 4.1, change amend or otherwise modify the terms of Section 3.64.4, Section 5.2(a4.5, Section 4.7, Section 6.2(a), Section 10.1.111.1.1, Section 11.1.8, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), 13.1 or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 10.1 (or Section 5.3 in connection with the exercise of the Term-Out Option) for the making of any Committed Loan without the written consent of the Obligors and the Lender 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, 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 Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding holder of the Commitment or Committed 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 Credit Agreement 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 provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s 's written consent.

Waiver; Amendments. (a) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Investment Documents (or subordination and intercreditor provisions relating to any Subordinated Debt) shall in any event be effective unless the same shall be in writing and signed by the Companies and by the Required Purchasers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver or consent shall, unless in writing and signed by (i) all of the Purchasers, (A) extend the date scheduled for payment of any principal of or interest on the Notes or any fees or other amounts payable hereunder or under the other Investment Documents, unless such extension is made ratably to all of the Notes or other such payment obligations hereunder, (B) reduce the rate of interest applicable to any Note (provided, that Required Purchasers may rescind an imposition of default interest pursuant to Section 2.1.4), unless such reduction is made ratably to all of the Notes, (C) change the definition of Required Purchasers, (D) amend Section 2.4.4 or any other provision of this Agreement providing for the ratable application of payments among the Purchasers, (E) change any provision of this Section 10.1, or (F) adversely affect the interests of any Purchaser in a disproportionate or unequal manner as compared to any other Purchaser, or (ii) each of the Purchasers directly affected thereby, (A) waive or reduce the principal amount of any Note or (B) increase the commitment of a Purchaser to purchase Notes hereunder (provided, that only the Purchasers participating in any such increase in the principal amount of the Notes shall be considered directly affected by such increase). (b) No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to the Companies and Required Purchasers (or all of the Purchasers, as the case may be, in accordance with Section 10.1(a) above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9) under this Agreement or any other Investment Document. (c) No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan Purchaser 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. Except as provided in Section 6.2(b), 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any 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 definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. (a) No delay on the part of the Agent, any Lender, or the holder of any 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. Except as provided in Section 6.2(b), no amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required Lenders, and then any . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. . (b) Each Agents Fee Letter may be amended, waived, consented to, or modified by the parties thereto. (c) No amendment, modification, waiver waiver, or consent may extend or increase the Commitment of any Lender without the written consent of that Lender. (d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon, or any fees payable under this Agreement without the consent of each Lender directly affected thereby. (f) No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender (i) shall change the definition release any Borrower or any Guarantor from its obligations, other than as part of “Required Lenders” or “Percentage” in Section 1connection with any disposition permitted under this Agreement, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, (ii) release all or substantially all any substantial part of the Guarantors Collateral granted under the Collateral Documents (except the release of any Guarantor pursuant to a transaction otherwise as permitted hereunderby Section 14.11), or otherwise (iii) change the definitions of Pro Rata Share or Required Lenders, any provision of this Section 15.1, any provision of Section 13.3, or reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent consent. (g) No provision of Sections 6.2.2, 6.3, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the written consent of the Obligors and all Non-Defaulting Lenders, (ii) shall modify or waive any Lenders having a majority of the conditions precedent specified in Section 9.1 for the making of any Committed Loan without the written consent aggregate Pro Rata Shares of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely Term Loans affected thereby. . (h) No provisions provision of Section 12 14 or other provision of this Agreement affecting any provision herein affecting the rights and duties of the Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of such Agent. (i) [Reserved] (j) [Reserved] (k) 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 is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s written consentrequest, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Agent, any LenderBank, or the holder of any 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders Banks having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any 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 definition of “Required LendersBanks” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), 12.1 or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting LendersBanks, (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 Obligors and the Lender 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 Obligors and the applicable Lender holding holder of the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b)6.2 with respect to an Incremental Facility Amendment, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 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, without the consent of each Lender directly affected thereby (including a Defaulting Lender): (i) shall change the definition Percentage of “Required Lenders” any Lender; (ii) extend or “Percentage” in Section 1, amend, waive, change or otherwise modify increase the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all amount of the Guarantors Commitments, (except iii) extend the release date for payment of any Guarantor pursuant to principal of or interest on the Loans or any fees payable hereunder; or (iv) reduce or forgive the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder. No amendment, modification, waiver or consent shall, without the consent of each Lender (including a transaction otherwise permitted hereunder), or otherwise change Defaulting Lender): (i) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, consent; or (ii) shall modify or waive amend any provision of (x) Section 7.5 in a manner that would alter the conditions precedent specified manner in Section 9.1 for the making of any Committed Loan without the written consent of the Obligors and the Lender which is to make such Committed Loan payments are shared or (iiiy) shall (other than in accordance with this 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 Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby14.1. No provisions of Section 12 13 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent’s written consent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. Notwithstanding anything contained herein to the contrary, it is hereby understood and agreed that the consent of the existing Lenders or the Required Lenders shall not be required to the initial terms and provisions of any Incremental Facility or Incremental Loans.

Waiver; Amendments. No delay on the part of the Agent, any Lender, Agent or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement Agreement, the Notes or any of the Committed Notes other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and signed and delivered approved by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 LendersLender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No .; provided that, except as set forth in Section 2.3.1(d), no amendment, modification, modification or waiver or consent (i) with respect to this Agreement shall change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change the aggregate Percentage required to effect an amendment, modification, waiver or consent without the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce decrease the principal amount of, or extend the maturity of, or any scheduled principal payment date or date for the payment of any interest on the Tranche Three Loan, or waive or excuse any such payment or any part thereof or decrease the rate of interest onon the Tranche Three Loan, 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 prior written consent of the Obligors Tranche Three Lender (except that it is agreed the Required Lender may agree to forbear from the exercise of any remedy under any Loan Document as a result of a failure to make any scheduled interest or principal payment in respect of the Tranche Three Loan, and any such agreement shall be binding on the applicable Tranche Three Lender holding regardless of whether the Commitment or Committed Loan adversely affected therebyprior written consent of the Tranche Three Lender is obtained). No provisions provision of Section 12 9 or any other provision herein of this Agreement affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent’s written consent.

Waiver; Amendments. (a) No delay on the part of the Agent, any Lender, or the holder of any 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. Except as provided in Section 6.2(b), no amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required Lenders, and then any . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given. . (b) The Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto. (c) No amendment, modification, waiver waiver, or consent may extend or increase the Commitment of any Lender without the written consent of that Lender. (d) No amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon, or any fees payable under this Agreement without the consent of each Lender directly affected thereby (except (i) shall for periodic adjustments of interest rates and fees resulting from a change in the definition of “LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders” or “Percentage” Lenders may rescind any increase in the interest rate under and in accordance with Section 14.1.2). (f) No amendment, amendmodification, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1waiver, or consent may do any of the following without the written consent of each Lender: (i) release Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Section 12.1, Agreement; (ii) release all or substantially all any substantial part of the Guarantors Collateral granted under the Collateral Documents (except as permitted by Section 14.11); (iii) change the release definitions of Pro Rata Share or Required Lenders, any Guarantor pursuant to a transaction otherwise permitted hereunder)provision of this Section 15.1, any provision of Section 13.3, or otherwise change reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent consent. (g) No provision of Sections 6.1.2, 6.2, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the written consent of the Obligors and all Non-Defaulting Lenders, (ii) shall modify or waive any Lenders having a majority of the conditions precedent specified in Section 9.1 for the making of any Committed Loan without the written consent aggregate Pro Rata Shares of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely Term Loans affected thereby. . (h) No provisions provision of Section 12 14 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent. (i) [Reserved] (j) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders. (k) 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 is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s written consentrequest, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent Company and by the Non-Defaulting Lenders Banks having an aggregate Revolving Percentage of not less than the aggregate Revolving 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 LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (a) shall amend, modify or waive any condition precedent to any Revolving Loan without the consent of Banks holding 100% of the Revolving Commitments or (b) shall (i) shall change extend or increase the definition amount of “Required Lenders” any Commitment, (ii) extend the date for payment of any principal of or “Percentage” in Section 1interest on the Loans or any fees payable hereunder, amend(iii) reduce the principal amount of any Loan, waivethe rate of interest thereon or any fees payable hereunder, change (iv) release any Person from its obligations under the Guaranty or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all any substantial part of the Guarantors collateral granted under the Collateral Documents or (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise v) change the aggregate Revolving Percentage required to effect an amendment, modification, waiver or consent without without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected therebyBanks. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the ---------- Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Administrative Agent and signed and delivered by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) shall extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change Lenders or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without or (v) amend this sentence without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such 13 shall be amended, modified or waived without the written consent of the Administrative Agent’s written consent.

Waiver; Amendments. No delay on the part of the Agent, Administrative Agent or any Lender, or the holder of any Committed Loan 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. Except as provided set forth in Section 6.2(b)4.2.9, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Committed Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage Pro Rata Shares of not less than the aggregate Percentage Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Committed NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 15.3 hereof, no amendment, modification, waiver or consent shall (ia) shall extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby, (c) 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 (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release Guarantor from its obligations under the Accel Inc. Guaranty, other than as permitted thereunder or as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the other Loan Documents (except as permitted by Section 17.11), change the definition of “Required Lenders” or “Percentage” in , any provision of this Section 119.1, amend, waive, change or otherwise modify the terms provisions of Section 3.6, Section 5.2(a), Section 10.1.1, 15.3 or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change reduce the aggregate Percentage Pro Rata Share required to effect an amendment, modification, waiver or consent without consent, without, in each case set forth in this clause (e), the written consent of all Lenders. No provision of Section 2.6.4 with respect to the Obligors and all Non-Defaulting Lenders, (ii) shall modify timing or waive any application of mandatory prepayments of the conditions precedent specified in Section 9.1 for the making of any Committed Loan Loans shall be amended, modified or waived without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, 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 Lenders having a majority of the Obligors and aggregate Pro Rata Share of the applicable Lender holding the Commitment or Committed Loan adversely affected therebyTerm Loan. No provisions provision of Section 12 17 or any other provision herein of this Agreement affecting the rights and duties of the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loan, the Revolving Loans, the Contract Draw Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non- Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non- Consenting Lenders agree that they shall, upon Administrative Agent’s written consentrequest, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Agent, any Lender, Agent or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release Pro Rata Share of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change Bank without the aggregate Percentage required to effect an consent of such Bank. No amendment, modification, waiver or consent without shall (i) increase the written consent of Revolving Commitment Amount or the Obligors and all Non-Defaulting LendersTerm Loan Commitment Amount, (ii) shall modify or waive any of extend the conditions precedent specified in Section 9.1 date for the making payment of any Committed Loan without principal of or any interest on the written consent of the Obligors and the Lender which is to make such Committed Loan Loans or any fees payable hereunder, (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount ofof any Loan, or the rate of interest onthereon or any fees payable hereunder, reduce (iv) release the Guaranty, (v) alter the definition of "Required Banks" or waive any fee hereunder or extend (vi) amend this Section 14.1 without, in each case, the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of all Banks. Notwithstanding the Obligors and foregoing, the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such shall be amended, modified or waived without the Agent’s written consent.Required

Waiver; Amendments. No delay on the part of the Agent, Agent or any Lender, or the holder of any Committed Loan 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. Except as provided in Section 6.2(b), no 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 Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and signed and delivered by the Non-Defaulting Lenders having an aggregate Percentage of not less than the aggregate 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 Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) shall extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) change the definition of “Required Lenders” or “Percentage” in Section 1, amend, waive, change Lenders or otherwise modify the terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any Guarantor pursuant to a transaction otherwise permitted hereunder), or otherwise change reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without or (v) amend this sentence without, in each case, the written consent of the Obligors and all Non-Defaulting Lenders, (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 Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 12 or any provision herein affecting the rights and duties of the Agent in its capacity as such 13 shall be amended, modified or waived without the written consent of the Agent’s written consent.