Common use of Waivers; Amendment Clause in Contracts

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party in any case shall entitle any Note Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party of a party hereto in exercising any power or right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Party a party therefrom shall in any event be effective unless the same shall be permitted by paragraph Paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party a party in any case shall entitle any Note Party that party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrower and the Grantor Required Banks; provided, however, that any such agreement shall have been consented to by all the Banks to the extent required pursuant to the provisions of Section 8.3(b); provided further that no such agreement shall amend, modify or Grantors with respect to which such otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Bank and each holder of a Note shall be bound by any waiver, amendment or modification is authorized by this Section regardless of whether its Note shall have been marked to applymake reference thereto, subject to and any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor Bank or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from any covenant of it, whether or not such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureNote shall have been so marked.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Agent or any other Secured Party in exercising any power or right or power hereunder or under any other Notes Security Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Security Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties it would otherwise have. No waiver of any provision of this Agreement or any other Security Document or consent to any departure by the Collateral Agent or any Note other Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party the Collateral Agent in any case shall entitle any Note Party the Collateral Agent to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with the provisions of Section 9.02 11.01 of the IndentureMaster Investment and Credit Agreement; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with without the consent of the Controlling Party Collateral Agent, no modification, supplement or otherwise in accordance with Section 4.14(c) waiver of the IndentureAgreement may modify the terms of Section 7 or any other term or provision that materially and adversely affects the rights, consent to a departure by any Grantor from any covenant immunity, indemnity, duties, obligations liabilities or protection of the Collateral Agent hereunder. Any such Grantor set forth herein to amendment, supplement, modification or waiver shall be binding upon the extent such departure is consistent Collateral Agent, each other Secured Party and the Borrower. Any purported amendment, waiver, supplement or modification not complying with the authority terms of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral this Section shall be null and Guarantee Requirement” in the Indenturevoid.

Waivers; Amendment. (a) No failure or delay by the Second First Lien Notes Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second First Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents are cumulative and are not exclusive of any rights or remedies that the Second First Lien Notes Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party in any case shall entitle any Note Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second First Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second First Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Letter of Credit Issuer or any other Secured Party in exercising any right or power hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Letter of Credit Issuer and the other Secured Parties hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan, the acceptance and purchase of a B/A or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, the Administrative Agent, any Lender or the Letter of Credit Issuer may have had notice or demand on any Note Party in any case shall entitle any Note Party to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Credit Party or Grantors Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.11 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any Issuing Bank or any other Secured Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Banks, the Lenders and the any other Secured Parties Party hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default hereunder, regardless of whether the Collateral Agent, the Administrative Agent, any Issuing Bank, any Lender or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany other Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Administrative Agent or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Administrative Agent and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Parent Borrower, the Co-Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Parent Borrower, the Co-Borrower or any Note other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 1.02(a), Section 2.12, Section 2.19, Section 5.09(g) or 6.10, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers and the Grantor Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by each Loan Party thereto (or that has signed an acknowledgment thereto) and the Administrative Agent and consented to by the Required Lenders; provided that no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), (ii) increase or extend the Commitment of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii), (iii) extend any date on which payment of interest on any Loan or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make sure modification), (iv) amend the provisions of Section 7.02 or Section 2.16(c) with respect to which the pro rata application of payments required thereby (or add or change any other provision of this Agreement that has the effect of making any such waiveralteration to such provisions) in a manner that by its terms modifies the application of such payments required thereby to be on a less than pro rata basis, amendment without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), (v) amend or modification is modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to applywaive, subject to amend or modify any rights hereunder or make any determination or grant any consent required hereunder, without the prior written consent of each Lender adversely affected thereby, in accordance with each case except, for the avoidance of doubt, as otherwise provided in Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may 9.08(d) and (but shall not be obligated to)e) (it being understood that, with the consent of the Controlling Party Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), (vi) except as otherwise expressly permitted by this Agreement, release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Guarantee Agreement (in each case, other than in connection with any release of the relevant Guarantees or Collateral expressly permitted by the Loan Documents), without the prior written consent of each Lender other than a Defaulting Lender, or (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Required Lenders participating in the adversely affected Facility except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.09 so long as the application of any prepayment or Commitment reduction still required to be made is not changed), provided, further, that no such agreement shall amend, modify or otherwise in accordance with Section 4.14(c) affect the rights, duties, benefits, privileges, protections, indemnities or immunities of the IndentureAdministrative Agent or the Collateral Agent hereunder without the prior written consent of the Administrative Agent or the Collateral Agent acting as such at the effective date of such agreement, consent to a departure as applicable. Each Lender shall be bound by any Grantor from waiver, amendment or modification authorized by this Section 9.08 and any covenant consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Grantor set forth herein Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. (c) Without the consent of any Lender, the Loan Parties and the Administrative Agent and/or the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees and other obligations in respect thereof and (b) to include appropriately the holders of such departure is extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders. (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments in a manner consistent with Section 2.19, including, with respect to Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments as a separate Class or tranche from the authority existing Initial Term Loan Commitments, (B) to effect an alternate interest rate in a manner consistent with Section 2.12, (C) to integrate any Other First Lien Debt or (D) to cure any ambiguity, omission, defect or inconsistency. (f) Each of the Second Lien Notes Collateral parties hereto hereby agrees that the Administrative Agent set forth may take any and all action as may be necessary to ensure that all Loans established pursuant to Section 2.19 after the Closing Date that will be included in an existing Class of Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Loans of such Class (the definition “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the term Applicable Date (but without changing the amount of any such Lender’s Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Collateral and Guarantee RequirementPro Rata Share” in of any Lender on the IndentureApplicable Date is the ratio of (1) the sum of such Xxxxxx’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Arranger or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, each Arranger and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Borrower or any other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Arranger or any Lender may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers, the Administrative Agent and the Grantor Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Term Loan, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that (x) any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i) even if the effect of such amendment would be to reduce the rate of interest on any Term Loan or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrowers to pay interest or fees at the applicable default rate set forth in Section 2.13(c); (ii) increase or extend the Commitment of any Lender, or decrease any fees of any Lender without the prior written consent of such Lender directly adversely affected thereby (which, notwithstanding the foregoing, with respect to any such extension or decrease, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii); (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date, or extend any date on which payment of interest (other than interest payable at the applicable default rate of interest set forth in Section 2.13(c)) on any Term Loan or any fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such waiverconsent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); (iv) amend the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby or the definition of “Pro Rata Share”, amendment without the prior written consent of each Lender adversely affected thereby; (v) amend or modification is modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to applywaive, subject to amend or modify any rights hereunder or make any determination or grant any consent required in accordance with Section 9.02 hereunder, without the prior written consent of the Indenture; provided that the Second Lien Notes Collateral Agent may each Lender (but shall not be obligated to)it being understood that, with the consent of the Controlling Party Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loans and Commitments are included on the Closing Date); (vi) except as provided in Section 9.18, release all or substantially all of the Collateral, any Borrower or all or substantially all of the value of the Guarantees provided by the Guarantors taken as a whole without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided, further, that (a) no such agreement shall amend, modify or otherwise in accordance with Section 4.14(c) affect the rights or duties of the IndentureAdministrative Agent or the Collateral Agent hereunder without the prior written consent of the Administrative Agent or the Collateral Agent affected thereby, consent to a departure as applicable, and (b) Schedules 3.04, 3.05, 3.16, 6.01, 6.02(a), 6.04, 6.07 and 9.01 may be updated as expressly provided for in this Agreement. Each Lender shall be bound by any Grantor from waiver, amendment or modification authorized by this Section 9.08 and any covenant consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Grantor set forth herein Lender. (c) Without the consent of any Lender, the Loan Parties and the Administrative Agent and the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification, supplement or waiver of any Loan Document, or enter into any new agreement or instrument, to: (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (ii) include holders of Other First Liens or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, or (iii) as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (ii) to include appropriately the holders of such departure is extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders, and for purposes of the relevant provisions of Section 2.18(b). (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Other Term Loan Commitments and Other Term Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments and Other Term Loans as a separate Class or tranche from the authority existing Term Facility Commitments or Term Loans, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the Second related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Notes Collateral Agent set forth in the definition Debt or (C) to cure any ambiguity, omission, error, typographical error, defect or inconsistency. (f) Each of the term parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Collateral Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and Guarantee Requirementeach such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” in of any Lender on the IndentureApplicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any Issuing Bank, any Lender or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and Agent, the Administrative Agent, any Issuing Bank, the Lenders or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent, the Administrative Agent, any Lender, any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Credit Party in any case shall entitle any Note Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Credit Party or Grantors Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 13.1 of the Indenture; provided that the Second Lien Notes Credit Agreement. The Collateral Agent may (but shall not be obligated to), with the consent conclusively in its sole discretion rely on a certificate of an officer of the Controlling Party or otherwise in accordance with Borrower as to whether any amendment contemplated by this Section 4.14(c5.09(b) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturepermitted.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Administrative Agent of any kind in exercising any power, right or remedy hereunder and no course of dealing between any Guarantor on the one hand the and Administrative Agent or any holder of any Note on the other Secured Party in exercising any right or power hereunder or under any other Notes Document hand shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such power, right or powerremedy hereunder, under any other Loan Document or under any Hedging Document, or any abandonment or discontinuance of steps to enforce such a power, right or powerremedy, preclude any other or further exercise thereof or the exercise of any other power, right or powerremedy. The rights and remedies of the Second Lien Notes Collateral Administrative Agent and the Secured Parties hereunder and of the Lenders under the other Notes Loan Documents and the Hedging Documents, as applicable, are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 6.02below, and then such waiver or and consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Guarantor in any case shall entitle any Note Party such Guarantor to any other or further notice or demand in similar or other circumstances. (b) . Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Controlling Party and the Grantor or Grantors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of relates and the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)Administrative Agent, with the prior written consent of the Controlling Party or Required Lenders (except as otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth provided in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement).

Waivers; Amendment. (a) No failure or delay by of either Agent, the Second Lien Notes Collateral Agent Issuing Bank or any other Secured Party Lender in exercising any power or right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agents, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or Table of Contents remedies that the Second Lien Notes Collateral Agent or the other Secured Parties which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Party the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default regardless of whether an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Party the Borrower in any case shall entitle any Note Party the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrower and the Grantor Requisite Lenders or, in the case of any other Loan Document, pursuant to an agreement or Grantors with respect to which such waiveragreements in writing entered into by the Agent and the Loan Party or Loan Parties or other Persons that are parties thereto, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), each case with the consent of the Controlling Party Requisite Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of any Loan or otherwise in accordance with Section 4.14(c) LC Disbursement, or extend the final scheduled maturity date of the IndentureLoans or date for the payment of any interest on any Loan or the required date of reimbursement of any LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or LC Disbursement, or postpone the scheduled date of termination of any Commitment, without the prior written consent to a departure by of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Commitment Fee or LC Fee of any Grantor from any covenant Lender without the prior written consent of such Grantor set forth herein to Lender, (iii) amend or modify the extent such departure is consistent with provisions of Section 2.13, the authority provisions of the Second Lien Notes Collateral Agent set forth in this Section, the definition of “Requisite Lenders”, or any other provision of any Loan Document specifying the term “number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the prior written consent of each Lender (or each Lender of such Class, as the case may be), (iv) release any Loan Party from its Guarantee under a Guarantee Agreement (except as expressly provided herein or in such Guarantee Agreement), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (v) release all or any substantial part of the Collateral from the Liens of the Security Documents (except as expressly provided in this Agreement or the Security Documents), without the written consent of each Lender, or (vi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and Guarantee Requirement” unused Commitments of each affected Class; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of either Agent, the Joint Lead Arrangers, the Issuing Bank or the Swingline Lender hereunder or under any Table of Contents other Loan Document without the prior written consent of such Agent, the Joint Lead Arrangers, the Issuing Bank or the Swingline Lender, as the case may be; provided further that (x) the consent of Term B Lenders representing more than 50% of the outstanding Term B Loans shall be required with respect to any amendment that changes the application of any optional or mandatory prepayments of the Loans to the remaining amortization payments under the Term B Loans and (y) the consent of Revolving Lenders representing more than 50% of the outstanding Revolving Commitments and Revolving Credit Exposure shall be required with respect to any express amendment, modification, supplement or waiver of any condition precedent in Section 4.02 to any Revolving Credit Borrowing. Notwithstanding the Indentureforegoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Requisite Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (c) A Revolving Lender may allocate any proportion of its Revolving Credit Commitment or Revolving Credit Exposure with respect to any waiver, amendment, modification, consent or any other action pursuant to this Section 9.08 or any other Loan Document in order to vote separate portions thereof differently with respect thereto.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Issuing Bank, any Arranger or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, each Issuing Bank, each Arranger and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Borrower or any other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Arranger, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers and the Grantor Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any reimbursement obligation with respect to which any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such waiverconsent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that (x) any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i) even if the effect of such amendment would be to reduce the rate of interest on any Loan or modification is to apply, subject any reimbursement obligation with respect to any L/C Disbursement or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrowers to pay interest or Fees at the applicable default rate set forth in Section 2.13(c); (ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, with respect to any such extension or decrease, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in accordance with Section 9.02 the aggregate Commitments shall not constitute an increase or extension of the Indenture; provided Commitments of any Lender for purposes of this clause (ii); (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of interest (other than interest payable at the applicable default rate of interest set forth in Section 2.13(c)) on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); (iv) amend the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the Second Lien Notes Collateral Agent may pro rata sharing of payments required thereby or the definition of “Pro Rata Share”, without the prior written consent of each Lender adversely affected thereby; (but shall not be obligated to)v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Controlling Party or otherwise Required Lenders, additional extensions of credit pursuant to this Agreement may be included in accordance with Section 4.14(c) the determination of the IndentureRequired Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date); (vi) except as provided in Section 9.18, consent release all or substantially all of the Collateral, any Borrower (provided, for the avoidance of doubt, that this clause shall not apply to a departure by the release of Adient Global Holdings Ltd at any Grantor from any covenant of such Grantor set forth herein time after the Borrower Transfer Date to the extent otherwise permitted by this Agreement) or all or substantially all of the value of the Guarantees provided by the Guarantors taken as a whole, or prior to the Spinoff Date, the Guarantees provided by JCI and New JCI, as applicable, without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided, further, that (a) no such departure is agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent, the Collateral Agent or each Issuing Bank affected thereby, as applicable, (b) Schedule 2.05(a), Schedule 3.08(a), Schedule 3.08(b), Schedule 3.20 and Schedule 3.21 may be updated from time to time prior to the Spinoff Date by the Borrower Representative without the consent of any other party to this Agreement, (c) Schedule 1.01(B), and Schedule 5.12 may be updated with the consent of the Borrower Representative and the Administrative Agent (not to be unreasonably withheld) prior to the Spinoff Date to reflect circumstances existing on the Spinoff Date and (d) Schedules 3.04, 3.05, 3.16, 6.01, 6.02(a), 6.04, 6.07 and 9.01 may be updated as expressly provided for in this Agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. (c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification, supplement or waiver of any Loan Document, or enter into any new agreement or instrument, to: (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (ii) include holders of Other First Liens or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, or (iii) as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees and other obligations in respect thereof and (ii) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility Lenders, and for purposes of the relevant provisions of Section 2.18(b). (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Other Term Loan Commitments, Other Revolving Facility Commitments, Other Term Loans and Other Revolving Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments, Other Revolving Facility Commitment, Other Term Loans or Other Revolving Loans as a separate Class or tranche from the authority existing Term Facility Commitments, Revolving Facility Commitments, Term Loans or Revolving Facility Loans, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the Second related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Notes Collateral Agent set forth Debt, (C) to cure any ambiguity, omission, error, typographical error, defect or inconsistency or (D) to give effect to the assumption by a Wholly Owned Subsidiary of (X) prior to the Spinoff Date, the Initial Borrower or (Y) from and after the Spinoff Date, Parent, in each case organized under the definition laws of England and Wales, of the term obligations of the Initial Borrower as a Borrower on the Borrower Transfer Date. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Collateral Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and Guarantee Requirementeach such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” in of any Lender on the IndentureApplicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any L/C Issuer or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the L/C Issuers and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.023.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent (acting at the direction, or with the consent, of the Required Lenders) and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or powerThe rights, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights powers and remedies of provided to the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents Payee herein are cumulative and are not exclusive of any right, power or remedy provided at law or in equity, and the Payee may enforce any one or more remedies hereunder successively or concurrently, at its option. No delay or failure on the part of the Payee to exercise any right or remedy accruing to the Payee hereunder, upon any default or breach by the Maker of any term or provision hereof, shall be held to be an abandonment thereof. No delay on the part of the Payee in exercising any of its rights or remedies that shall preclude the Second Lien Notes Collateral Agent Payee from the exercise thereof at any time during the continuance of any default or the other Secured Parties would otherwise havebreach. No waiver of any provision of this Agreement a single default or consent to any departure by any Note Party therefrom shall in any event be effective unless the same breach shall be permitted deemed a waiver of any subsequent default or breach. All waivers under this Note must be in writing signed by paragraph (b) of the party entitled to enforce the right waived. All amendments to this Section 6.02, Note must be in writing and then such waiver or consent shall be effective only in signed by both the specific instance Maker and for the purpose for which given. No notice or demand on any Note Party in any case shall entitle any Note Party to any other or further notice or demand in similar or other circumstancesPayee. (b) Neither Except as otherwise provided herein, the Maker, its successors and assigns, and any other persons liable for the payment of this Agreement nor Note, waive presentment for payment, demand, protest and notice of demand, dishonor, protest and nonpayment, and consent to any provision hereof may and all renewals, extensions or modifications that might be waived, amended or modified except pursuant to an agreement or agreements in writing entered into made by the Controlling Party Payee and the Grantor Maker as to the time of payment of this Note from time to time. The Maker also expressly waives, as a defense, any counterclaim, set-off or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided claim that the Second Lien Notes Collateral Agent Maker may (but shall not be obligated to), with now or hereafter have against the consent holder of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturethis Note.

Waivers; Amendment. (a) No failure or delay by on the Second Lien Notes Collateral Agent or part of any other Secured Party party hereto in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents parties hereto are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party party hereto in any case shall entitle any Note Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither Except as expressly provided for herein, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party each Representative and the Grantor Company. (c) The Revolving Facility Agent and the Term Loan Agent may, without the consent of any other Revolving Facility Secured Parties or Term Loan Secured Parties, in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate (i) having additional indebtedness or other obligations of Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required of the Secured Parties become Revolving Facility Obligations or Term Facility Obligations, as the case may be, under this Agreement or (ii) to effectuate the subordination of Liens securing any Permitted Second Priority Refinancing Debt (or any Refinancing Indebtedness (as defined in the Term Loan Credit Agreement) thereof) to the Liens on the Term Loan First Lien Collateral securing the Revolving Facility Obligations and the Term Lien Obligations and to the Liens on the Revolving Facility First Lien Collateral securing the Term Facility Obligations and the Revolving Facility Obligations (the indebtedness or other obligations described in clauses (i) and (ii), “Additional Debt”), which supplemental agreement shall, except in the case of Permitted Second Priority Refinancing Debt or any Refinancing Indebtedness (as defined in the Term Loan Credit Agreement) thereof specify whether such Additional Debt constitutes Revolving Facility Obligations or Term Facility Obligations; provided, that, (A) such Additional Debt is permitted to be incurred under both the Revolving Facility Credit Agreement and the Term Loan Credit Agreement then existing in accordance with Section 9.02 the terms thereof and (B) any such supplemental agreement (including any amendment, restatement, modification or supplement thereto) shall be on terms and conditions satisfactory to each of the Indenture; provided that Revolving Facility Agent and the Second Lien Notes Collateral Agent may (but shall not be obligated to)Term Loan Agent, with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureits discretion.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by on the Second Lien Notes Collateral Agent or part of any other Secured Party party hereto in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, ; preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents parties hereto are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party party hereto in any case shall entitle any Note Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Representative and, to the Controlling Party and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject extent adverse to any consent required Grantor, the Grantors; provided, however, that this Agreement may be amended from time to time (x) as provided in accordance with Section 9.02 2.11 and (y) at the sole request and expense of the Indenture; provided Issuer, and without the consent of any Representative, (i) to add other parties (or any authorized agent thereof or trustee therefor) holding other ABL Debt, Notes Priority Debt, Second Lien Debt or Subordinated Lien Debt that are incurred after the date of this Agreement in compliance with the ABL Documents, the Notes Priority Documents, the Second Lien Documents, the Subordinated Lien Documents and this Agreement and (ii) to establish the Lien priorities on the Collateral securing such other Obligations. Any such additional party and each party hereto shall be entitled to rely upon a certificate delivered by an officer of the Issuer certifying that such other Obligations were issued or borrowed in compliance with the ABL Documents, the Notes Collateral Agent may (but shall not Priority Documents, the Second Lien Documents and the Subordinated Lien Documents. Any amendment of this Agreement that is proposed to be obligated to), with effected without the consent of a Representative as permitted by the Controlling Party or otherwise proviso in accordance with this Section 4.14(c4.02(b) of shall be submitted to such Representative for its review at least 5 Business Days prior to the Indenture, consent to a departure by any Grantor from any covenant proposed effectiveness of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureamendment.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Trustee, the Administrative Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Financing Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Trustee, the Administrative Agent and the other Secured Parties hereunder and under the other Notes Financing Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Financing Document or consent to any departure by any Note Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of loans, extensions of credit, hedging arrangements or financial accommodations shall not be construed as a waiver of any Default under any Financing Document or Event of Default, regardless of whether the Collateral Trustee or any other Secured Party may have had notice or knowledge of such Default under any Financing Document or Event of Default at the time. No notice or demand on any Note Party Grantor in any case shall entitle any Note Party Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Trustee and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 5.2 or Section 9.3 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureIntercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Securities Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the Agent, any Holder or any other Secured Parties Party hereunder and under the other Notes Securities Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Securities Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.028.10, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Securities Party in any case shall entitle any Note Securities Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor or Grantors Securities Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral . The Agent may (but shall not be obligated to), with the consent conclusively rely on a certificate of an officer of the Controlling Party or otherwise in accordance with Issuer and an opinion of counsel as to whether any amendment contemplated by this Section 4.14(c8.10(b) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturepermitted.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Arranger or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, each Arranger and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Borrower or any other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Arranger or any Lender may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers, the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may Required Lenders and (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(cz) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the term “Collateral Administrative Agent and Guarantee Requirement” in consented to by the Indenture.Required Lenders; provided, however, that no such agreement shall:

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right right, remedy, power or power privilege hereunder or under any other Notes Secured Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, remedy, power or power, privilege or any abandonment or discontinuance of steps to enforce such a right right, remedy, power or powerprivilege, preclude any other or further exercise thereof thereof, or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies privileges of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Secured Credit Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided Credit Agreement. (c) Each Guarantor hereby acknowledges and affirms that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such departure is consistent with Guarantor shall be liable for the authority full amount of the Second Lien Notes Collateral Agent liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor’s or any Secured Party’s right to proceed against the Borrower or any other guarantor of the Guaranteed Obligations. (d) Each Guarantor hereby waives, to the fullest extent permitted by applicable law, all rights and benefits under Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives, to the fullest extent permitted by applicable law, without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code. (e) Each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including, without limitation, (1) any defenses such Guarantor may have to this Agreement by reason of an election of remedies by the Secured Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrower pursuant to the antideficiency or other laws of California limiting or discharging the Borrower’s indebtedness, including, without limitation, Section 580a, 580b, 580d and 726 of the NEWYORK 8663044 California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies of the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure destroys such Guarantor’s rights of subrogation and reimbursement against a Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Each Guarantor warrants and agrees that each of the waivers set forth in above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the definition of the term “Collateral and Guarantee Requirement” in the Indenturemaximum extent permitted by law.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Administrative Agent or any other Secured Party Lender, any Issuing Bank or the Collateral Agent in exercising any power or right or power hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Administrative Agent and the Secured Parties Lenders, the Issuing Banks and the Collateral Agent hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by any Note Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Credit Party in any case shall entitle any Note such Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Credit Document, nor any provision hereof or thereof, may be waived, amended or modified (including by the release of any Obligations of any Credit Party under a Credit Document) except pursuant to an agreement or agreements in writing entered into by the Controlling Party by, or approved in writing by, ASI, any other affected Borrower and the Grantor Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or Grantors with respect to which such waiverextend the maturity of or any scheduled principal payment date (it being understood that, amendment or modification is to applyfor purposes of this clause, subject to any consent principal payments required in accordance with by Section 9.02 2.06 and reductions of the IndenturePeriodic Access Loan Commitments required by Section 2.10(b), and any related principal payments required by paragraph (b)(ii) of Section 2.11, shall constitute scheduled principal payments; provided that the Second Lien Notes Collateral Agent may but principal payments required by paragraphs (but b)(i) and (iii), (c), (d) and (e) of Section 2.11 shall not be obligated to)constitute scheduled principal payments) or date for the payment of any interest in respect of, with any Loan, or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender affected thereby, (ii) increase the Controlling Party amount of any Commitment of or otherwise in accordance with Section 4.14(c) of impose any additional obligations on any Lender without the Indenture, prior written consent to a departure by any Grantor from any covenant of such Grantor set forth herein to Lender, or extend any Commitment or decrease the extent Fees of any Lender without the prior written consent of such departure is consistent with Lender, (iii) amend or modify the authority provisions of Section 2.15, the Second Lien Notes Collateral Agent set forth in provisions of this Section or the definition of "Required Lenders", without the term “Collateral and Guarantee Requirement” in the Indenture.prior written consent of each affected Lender,

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.028.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would Table of Contents otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings (prior to a Borrower Qualified IPO), the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any Note other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Controlling Party Borrower and the Grantor Required Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or Grantors with respect agreements in writing entered into by each party thereto and the Administrative Agent and consented to which by the Required Lenders; provided, however, that no such waiveragreement shall (i) decrease or forgive the principal amount of, amendment or modification is to applyextend the final maturity of, subject to or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Revolving Facility Maturity Date, without the prior written consent required of each Lender directly affected thereby, except as provided in accordance with Section 9.02 of the Indenture2.05(c); provided that any amendment to the Second Lien Notes Collateral Agent may (but financial covenant definitions in this Agreement shall not be obligated toconstitute a reduction in the rate of interest for purposes of this clause (i), (ii) increase or extend the Commitment of any Lender or decrease the Facility Fees, Issuing Bank Fees or L/C Participation Fees or other fees of any Lender, Agent or Issuing Bank without the prior written consent of such Lender, Agent or Issuing Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby, (iv) amend the provisions of Section 5.02 of the Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby, (v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Controlling Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), Table of Contents (vi) release all or substantially all the Collateral or release any of Holdings (prior to a Borrower Qualified IPO), the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in accordance with Section 4.14(ca transaction permitted by this Agreement, without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the IndentureRequired Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written consent to a departure of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any Grantor from waiver, amendment or modification authorized by this Section 9.08 and any covenant consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Grantor set forth herein Lender. (c) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent such departure is consistent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the authority written consent of the Second Lien Notes Collateral Agent set forth Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the definition benefits of this Agreement and the other Loan Documents with the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the term “Collateral Required Lenders. (e) Notwithstanding the foregoing, technical and Guarantee Requirement” in conforming modifications to the Indenture.Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to correct any inconsistencies between this Agreement and the ABL Credit Agreement. Table of Contents

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any Issuing Bank, any Lender or any other Secured Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Banks, the Lenders and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the terms of the ABL Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent (acting at the direction, or with the consent, of the Required Lenders) and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Trustee or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and Agent, the Trustee or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor Pledgor or Grantors the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Senior Priority Lien Intercreditor Agreement. The Agent may conclusively rely, and shall be fully protected in relying, on a certificate of an officer of the Issuer as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Co-Issuers, as to the receipt of valid consents from the holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two thirds in aggregate principal amount of all outstanding Notes if required by the Indenture; provided ), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Second Lien Notes Collateral Co-Issuers desire that this Agreement be amended as provided in Section 5.09(b) above, the Issuer shall deliver to the Agent may a certificate signed by an officer of the Issuer stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (but although the Agent shall have no obligation to make any such request), the Co-Issuers shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 5.09. The Agent shall not be obligated to)liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions. For the avoidance of doubt, with the consent of Agent shall have no obligation to execute and deliver any amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureother Security Documents.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any Lender or any other Secured Party in exercising any right or power hereunder or under any other Notes Document Loan Document, Secured Swap Obligation and/or Secured Cash Management Obligation shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, the Lenders and the any other Secured Parties hereunder and under the other Notes Documents Loan Documents, the Secured Swap Obligations and the Secured Cash Management Obligations are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended, restated, amended and restated or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to applyGuarantor, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Secured Party, consent to a departure by any Grantor the Guarantor from any covenant of such Grantor the Guarantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition of the term “Badcock Collateral and Guarantee Requirement” or elsewhere in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Loan Group Issuing Banks or any other Secured Party Loan Group Lender in exercising any right or power hereunder or under any other Notes Loan Group Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Loan Group Issuing Banks and the Secured Parties Loan Group Lenders hereunder and under the other Notes Loan Group Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Group Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.029.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a loan or issuance of a letter of credit under either Credit Agreement shall not be construed as a waiver of any Loan Group Default, regardless of whether the Collateral Agent, any Loan Group Lender or any Loan Group Issuing Bank may have had notice or knowledge of such Loan Group Default at the time. No notice or demand on any Note Loan Group Party in any case shall entitle any Note Loan Group Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Group Party or Grantors Loan Group Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent each of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreements.

Waivers; Amendment. (a) No failure or delay by any Agent, the Second Lien Notes Collateral Agent Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Second Lien Notes Collateral Agent Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0212.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Borrower or any Note other Loan Party in any case shall entitle Borrower or any Note other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 12.02(c), this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Grantor Loan Party or Grantors Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)) , or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification is to apply, subject to any consent required the financial definitions in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but this Agreement shall not be obligated toconstitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) postpone or extend the maturity of any Loan, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(c)), with or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby; (iv) change Section 2.13(b) or (c) or Section 10.02 in a manner that would alter the Controlling Party order of or otherwise in accordance with Section 4.14(cthe pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (v) of change the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 12.02) specifying the term “number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; (vi) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (vii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and Guarantee Requirement” ratably with the other Obligations), in each case without the Indenturewritten consent of each Lender; or (viii) change Section 12.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Issuing Bank without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be and (2) any waiver, amendment or modification of this Agreement prior to the achievement of a successful syndication of the credit facilities provided herein (as determined by the Arranger in its sole discretion) may not be effected without the written consent of the Arranger. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.16(b) is complied with. (c) Without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right right, remedy, power or power privilege hereunder or under any other Notes Secured Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, remedy, power or power, privilege or any abandonment or discontinuance of steps to enforce such a right right, remedy, power or powerprivilege, preclude any other or further exercise thereof thereof, or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies privileges of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Secured Credit Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided Credit Agreement. (c) Each Guarantor hereby acknowledges and affirms that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such departure is consistent with Guarantor shall be liable for the authority full amount of the Second Lien Notes Collateral Agent liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor’s or any Secured Party’s right to proceed against any Borrower or any other guarantor of the Guaranteed Obligations. (d) Each Guarantor hereby waives, to the fullest extent permitted by applicable Law, all rights and benefits under Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives, to the fullest extent permitted by applicable Law, without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code. (e) Each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California 95960315_3 Civil Code, including, without limitation, (1) any defenses such Guarantor may have to this Agreement by reason of an election of remedies by the Secured Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrowers pursuant to the antideficiency or other laws of California limiting or discharging the Borrowers’ indebtedness, including, without limitation, Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies of the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure destroys such Guarantor’s rights of subrogation and reimbursement against a Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Each Guarantor warrants and agrees that each of the waivers set forth in above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable Law or public policy, such waivers shall be effective only to the definition of the term “Collateral and Guarantee Requirement” in the Indenturemaximum extent permitted by law.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Cash Flow Credit Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any Note other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Cash Flow Credit Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21 or 2.23, or in the Senior Lien Intercreditor Agreement, the Notes Collateral Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other intercreditor agreement entered into by the Borrower and the Administrative Agent, to the extent otherwise provided for therein, (y) in the case of this Cash Flow Credit Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Controlling Party Borrower and the Grantor Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that except as expressly set forth in Section 2.21 or 2.23 no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Cash Flow Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c); provided that any amendment to the financial covenant definitions in this Cash Flow Credit Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i); (ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of each Lender directly affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender); (iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby; (iv) amend the provisions of Section 5.02 of the Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby; (v) [Reserved]; (vi) amend or modify the provisions of this Section 10.08 or the definition of the term, “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that with respect the consent of the Required Lenders, additional extensions of credit pursuant to which such this Cash Flow Credit Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date); (vii) release all or substantially all the Collateral or release any of Holdings, the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the applicable Security Document (unless, in each case, any assets or Equity Interests are sold or otherwise disposed of in a transaction permitted by this Cash Flow Credit Agreement) without the prior written consent of each Lender; or (viii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Required Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is to applynot changed); provided, subject to further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent required in accordance with by any Lender pursuant to this Section 9.02 10.08 shall bind any assignee of such Lender. (c) Without the Indenture; provided that consent of any Syndication Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Second Lien Notes Collateral Loan Parties and the Administrative Agent may (but in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Cash Flow Credit Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Cash Flow Credit 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 Cash Flow Credit Agreement and the other Loan Documents with the Cash Flow Revolving Facility Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Cash Flow Revolving Facility Commitments on substantially the same basis as the Cash Flow Revolving Facility Loans. (f) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (1) the Commitment of such Lender may not be obligated to)increased or extended without the consent of such Lender, (2) the date on which payment of interest on any Loan or any L/C Disbursement or any fees is due may not be extended without the prior written consent of such Lender, to the extent such Lender is adversely affected thereby, and (3) this Section 10.08 may not be amended or modified without the prior written consent of such Lender to the extent such Lender is adversely affected thereby. (g) The Administrative Agent and Collateral Agent may, with the consent of the Controlling Party Borrower only, amend, modify or otherwise in accordance with Section 4.14(c) supplement this Cash Flow Credit Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureLender.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Administrative Agent, the Collateral Agent or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or a Swingline Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Party Obligor in any case shall entitle any Note Party Obligor to any other or further notice or demand in similar or other circumstances. (b) Neither Without modifying Section 7.03(b), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor or Grantors Obligors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by on the Second Lien Notes Collateral Agent or part of any other Secured Party party hereto in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents parties hereto are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party party hereto in any case shall entitle any Note Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party each Representative and the Grantor or Grantors with respect to which such waiverBorrower, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 on behalf of the Indenture; provided Grantors (it being understood that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party Borrower to any amendment or otherwise in accordance with Section 4.14(c) modification of the Indenture, consent to a departure by this Agreement or any Grantor from any covenant of such Grantor set forth herein provision thereof shall only be required to the extent such departure is consistent with amendment or modification adversely affects or impairs the authority rights of the Second Lien Notes Collateral Agent set forth Borrower or any Grantor (including rights hereunder, under the ABL Debt Documents and under the Pari Term Loan Debt Documents) or imposes any additional obligation or liability upon the Borrower or any Grantor); provided, however, that this Agreement may be amended from time to time (x) as provided in Section 2.12 and (y) at the sole request and expense of the Borrower, and without the consent of any Representative, to add, pursuant to the Intercreditor Agreement Joinder, additional Grantors whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. Any amendment of this Agreement that is proposed to be effected without the consent of a Representative as permitted by the proviso to the preceding sentence shall be submitted to such Representative for its review at least 5 Business Days (or such shorter period as shall be acceptable to such Representative) prior to the proposed effectiveness of such amendment; provided that no prior review shall be required for the joinder of a Grantor pursuant to a joinder in the definition form of the term “Collateral and Guarantee Requirement” in the Indenture.Exhibit A.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Administrative Agent or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Administrative Agent and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement or Section 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureRevolving Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender in exercising any right right, power or power remedy hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights rights, powers or [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with the Intercreditor Agreement and Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Lender or any other Secured Party Issuing Bank in exercising any power or right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Party the Borrower in any case shall entitle any Note Party the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrower and the Grantor Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, that no such agreement shall: (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date of, or date for the payment of any interest on or any fees, but excluding any interest payable pursuant to Section 2.07) payable with respect to, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or reduce any fees, but excluding any interest payable pursuant to Section 2.07) payable with respect to which such waiverany Loan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby (it being understood and agreed that any amendment or modification is to applythe financial definitions in this Agreement or to Section 1.02 or 1.03 shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)); (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees of any Lender without the prior written consent of such Lender (it being understood that no amendment, subject modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in the Commitment of any Lender for purposes of this clause (ii)); (iii) amend or modify Section 2.17, 7.02 or the definition of “Pro Rate Percentage” in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby without the prior written consent required of each Lender directly affected thereby (except for any such amendment or modification to reflect the addition of one or more Classes of Loans in accordance a manner consistent with the treatment of Obligations under Section 9.02 7.02 immediately prior to such amendment or modification) or change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the Indenture; outstanding Loans and unused Commitments of each adversely affected Class; (iv) amend or modify the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release one or more Subsidiary Guarantors (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05 or as otherwise expressly provided in this Agreement or any Security Document) that represent all or substantially all of the Second Lien Notes value of the Guarantees of the Obligations pursuant to the Loan Documents or release all or substantially all of the Collateral Agent may from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (but shall not be obligated toexcept in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the prior written consent of each Lender; (v) change any provision of this Section 9.08 or the percentage contained in the definition of “Required Lenders” or any other provision specifying the number of Lenders or portions of Loans or Commitments required to take any action under the Loan Documents, without the prior written consent of each Lender directly affected thereby (it being understood that with the consent of the Controlling Party Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolving Credit Commitments on the date hereof); (vi) change Section 9.04(b) in a manner which further restricts assignments thereunder with the prior written consent of each Lender; or (vii) amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swingline Lender or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of such Person. For the avoidance of doubt, Letters of Credit and the provisions thereof may be waived, amended or modified solely in accordance with Section 4.14(c2.23. (c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth Notwithstanding anything in paragraph (b) above or otherwise herein to the extent such departure is consistent with contrary, (i) any amendment or modification that would extend the authority Revolving Credit Commitments of any Lender or the Revolving Credit Maturity Date of the Second Lien Notes Collateral Agent Revolving Loans of any Lender and increase the rate of interest and fees payable on the Revolving Credit Commitments or Revolving Loans of such Lender shall not require the prior written consent of each Lender, so long as such extension is offered to all Revolving Credit Lenders on a pro rata basis based on the aggregate principal amount of such Revolving Credit Commitments or Revolving Loans then outstanding pursuant to procedures approved by the Administrative Agent, (ii) the payment in full of any Loans on the Revolving Credit Maturity Date and the payment of interest and fees made on account of the Commitments or Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the definition preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17, and (iii) the Collateral Agent, the Borrower and the applicable Subsidiary Guarantors may amend, supplement or otherwise modify any Security Document so long as such amendment, supplement or other modification is not adverse to any Secured Party and such amendment shall become effective without any further consent of any other party to such Security Document. For the avoidance of doubt, any amendment or modification of the term “Collateral and Guarantee Requirement” type described in the Indenturepreceding clause (i) will require an agreement or agreements in writing entered into by the Borrower and the Required Lenders. (d) The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Security Documents. Each of the Lenders irrevocably authorizes the Collateral Agent, at its option, and in its sole discretion: (i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Security Documents for the benefit of the Lenders and the other Secured Parties; (ii) to automatically release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than in respect of Secured Hedging Obligations and contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless the L/C Exposure related thereto has been cash collateralized, backstopped or deemed reissued under another agreement, in each case, reasonably acceptable to the applicable Issuing Bank), (B) at the time any Collateral is to be sold as part of any Asset Sale (or other disposition of assets) to any Person other than the Borrower or any of the Subsidiaries permitted under Section 6.05 (and the Borrower shall deliver to the Collateral Agent a certificate to the effect that such Asset Sale (or any other disposition of assets) and the disposition of the proceeds thereof will comply with the terms of this Agreement), (C) subject to Section 9.08(b), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (D) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement pursuant to clause (iv) below; (iii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to another Lien permitted (A) to exist on such property and (B) to be senior to the Liens of the Secured Parties under this Agreement (including Liens permitted by Section 6.02(i), 6.02(j) or 6.02(l)) (and the Borrower and shall deliver to the Collateral Agent a certificate to the effect that the incurrence of such other Lien on the Collateral will comply with the terms of this Agreement); and (iv) to release (A) any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary Guarantor (including if such Person becomes an Excluded Subsidiary) or (B) any item of Collateral from the Lien granted in favor of the Collateral Agent if such property becomes an Excluded Asset (as such term is defined in the Guarantee and Collateral Agreement), in each case, as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor, or such Collateral continues to be collateral, as the case may be, in respect of any Subordinated Indebtedness or any Permitted Refinancing Indebtedness in respect thereof. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement pursuant to this Section. In each case as specified in this Section, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section. (e) The Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any other Agent, any L/C Issuer or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment abandon- ment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, any other Agent, the L/C Issuers and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative cumula- tive and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without lim- iting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Party Grantor in any case shall entitle any Note Party Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Trustee or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and Agent, the Trustee or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor Pledgor or Grantors the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Senior Lien Intercreditor Agreement and the Priority Lien Intercreditor Agreement. The Agent may conclusively rely, and shall be fully protected in relying, on a certificate of an officer of the Issuer as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Co-Issuers, as to the receipt of valid consents from the holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two thirds in aggregate principal amount of all outstanding Notes if required by the Indenture; provided ), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Second Lien Notes Collateral Co-Issuers desire that this Agreement be amended as provided in Section 5.09(b) above, the Issuer shall deliver to the Agent may a certificate signed by an officer of the Issuer stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (but although the Agent shall have no obligation to make any such request), the Co-Issuers shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 5.09. The Agent shall not be obligated to)liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions. For the avoidance of doubt, with the consent of Agent shall have no obligation to execute and deliver any amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureother Security Documents.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any other Agent, any L/C Issuer or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, any other Agent, the L/C Issuers and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Grantor therefrom shall in any event be 11 Project Charter effective unless the same shall be permitted by paragraph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Party Grantor in any case shall entitle any Note Party Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral any Agent or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Term Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral each Agent and the Secured Parties Lenders hereunder and under the other Notes Term Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Term Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Sections 11.02(c), 11.02(d) and 11.02(e), neither this Agreement nor any other Term Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Loan Parties and the Grantor Required Lenders or, in the case of any other Term Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall: (i) increase or extend the expiry date of the Term Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, amendment covenant or modification is to applyDefault (or any definition used, subject to any consent required respectively, therein) shall constitute an increase in accordance with Section 9.02 or an extension of the Indenture; expiry date of the Term Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Term Loan or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the maturity of any Term Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)) without the written consent of each Lender directly affected thereby; (iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the Second Lien Notes Collateral Agent may (but definition or use of Disqualified Institutions shall not be obligated to), with require only the consent of the Controlling Party Required Lenders and the Loan Parties); (v) change Section 2.14(b) or otherwise (c) or Section 9.01 in accordance with Section 4.14(ca manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (vi) of change the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent percentage set forth in the definition of “Required Lenders” or any other provision of any Term Loan Document (including this Section 11.02) specifying the term “number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (viii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and Guarantee Requirement” ratably with the other Secured Obligations), in each case without the written consent of each Lender; (ix) except as otherwise provided in the IndentureIntercreditor Agreement, subordinate the Obligations under the Term Loan Documents to any other Indebtedness without the written consent of each Lender; or (x) modify the protections afforded to an SPC pursuant to the provisions of Section 11.04(h) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Collateral Agent) if (1) by the terms of such agreement the Term Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Term Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Term Loan Document) enter into any amendment or waiver of any Term Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Term Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Term Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment). (e) Further, notwithstanding the foregoing, any provision of this Agreement and the other Term Loan Documents may be amended to effect any Extension Amendment, any Corrective Extension Amendment, any Incremental Loan Amendment or any Refinancing Amendment as, and to the extent, provided in Sections 2.20, 2.21 and 2.23. (f) Notwithstanding anything to the contrary contained herein, during such period as a Lender is a Defaulting Lender, such Lender will not be entitled to vote in respect of amendments and waivers hereunder or under any other Term Loan Documents and the outstanding Term Loans of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that such Defaulting Lender, and the amount of such Defaulting Lenders’ Term Loans, shall be included for purposes of voting, and the calculation of voting, on the matters set forth in Section 11.02(b)(i)-(iii) (including the granting of any consents and waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender.

Waivers; Amendment. (a) No failure or delay by any Agent, the Second Lien Notes Collateral Agent Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Second Lien Notes Collateral Agent Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Borrower or any Note other Loan Party in any case shall entitle Borrower or any Note other Loan Party to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Agreement and the other Loan Documents for the benefit of all the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.14) or (d) any Bank Product Provider or any counterparty to a Specified Hedging Agreement from exercising setoff rights pursuant to the terms of any Bank Product Agreement or Specified Hedging Agreement, provided that (i) if such Bank Product Provider or counterparty to a Specified Hedging Agreement is a Lender, it complies with Section 11.08 (subject to the terms of Section 2.14) and (ii) such Bank Product Provider or counterparty to a Specified Hedging Agreement delivers to the Administrative Agent the value of the setoff and appropriation permitted by this Section 11.02(a) for application in accordance with Section 8.03, or (e) any Lender, Bank Product Provider or any counterparty to a Specified Hedging Agreement from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.01 and (ii) in addition to the matters set forth in clauses (b), (c), (d) and (e) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. (b) Neither Except as otherwise set forth in this Agreement, and other than with respect to any waiver, amendment, supplement or modification contemplated in clauses (i) through (ix) below, which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified modified, except pursuant to an agreement or agreements in writing entered into by the Controlling applicable Loan Party and the Grantor Required Lenders (or Grantors the Administrative Agent or Collateral Agent, as applicable, acting with the written consent of the Required Lenders); provided that no such amendment, modification, supplement or waiver shall: (i) increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, supplement, waiver or consent with respect to which such any condition precedent, mandatory commitment reduction, mandatory prepayment, covenant, Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in or extension of the expiry date of the Commitment of any Lender for purposes of this clause (i)); (ii) (x) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any Fees (including any prepayment fee) or other amount payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender directly and adversely affected thereby (it being understood that no waiver, amendment amendment, supplement, modification or modification is to apply, subject consent with respect to any consent required mandatory commitment reduction, mandatory prepayment or the financial definitions in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may this Agreement (but shall not be obligated to)or any definition used, with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenturerespectively, consent to a departure by any Grantor from any covenant of such Grantor set forth herein therein solely to the extent such departure is consistent with of their use therein) shall constitute a reduction in principal, premium, Fees or other amounts or the authority rate of interest thereon for purposes of this clause (ii)) or (y) change the currency of the Second Lien Notes Collateral Agent funding of any Loan; (iii) postpone or extend the final scheduled maturity date of any Loan, or any scheduled date of payment of the principal amount of any Term Loan under Section 2.09, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees or other amounts payable hereunder, or waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)), without the written consent of each Lender directly and adversely affected thereby (it being understood that no waiver, amendment, supplement, modification or consent with respect to any mandatory commitment reduction, mandatory prepayment, covenant, Default, Event of Default or the financial definitions in this Agreement (or any definition used, respectively, therein, solely to the extent of their use therein) shall constitute a postponement, extension, waiver or excuse for purposes of this clause (iii)); (iv) change Section 2.14(c) or Section 8.03 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly and adversely affected thereby; (v) change the percentage set forth in the definition of “Required Lenders”, “Required Multicurrency Revolving Lenders”, “Required U.S. Dollar Revolving Lenders”, “Required Revolving Lenders”, “Required Class Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the term “Collateral and Guarantee Requirement” number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) release all or substantially all of the value of the Guarantees of the Guarantors (except as expressly provided in the IndentureLoan Documents), without the written consent of each Lender; (vii) release all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly provided in the Loan Documents), without the written consent of each Lender; (viii) amend, waive or otherwise modify the Financial Covenant or Section 8.04 and any definition related thereto (as any such definition is used therein but not as otherwise used in this Agreement or any other Loan Document) or waive any Default or Event of Default resulting from a failure to perform or observe the Financial Covenant or Section 8.04 without the written consent of the Required Revolving Lenders; or (ix) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Class or Classes and does not directly affect Lenders under any other Class, in each case, without the written consent of the Required Class Lenders under such applicable Class or Classes under which Lenders are directly affected (and in the case of multiple Classes which are so directly affected, such Required Class Lenders shall consent together as one Class); provided, further, that that, no such waiver, amendment, supplement or modification shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Issuing Bank without the prior written consent of the Administrative Agent, the Collateral Agent or the Issuing Bank, as the case may be. (c) Without the consent of any other Person, the (x) applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any Property or assets so that the security interests therein comply with applicable Legal Requirements, (y) Borrower and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to give effect to Sections 2.19, 2.20 and 2.21 and (z) no Lender consent shall be required to effect any amendment or supplement to the First Lien Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement expressly contemplated by this Agreement that is for the sole purpose of adding the holders of any Indebtedness (or a Senior Representative with respect thereto) as expressly contemplated by the terms of the First Lien Intercreditor Agreement, the Second Intercreditor Agreement or such other intercreditor agreement expressly contemplated by this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent in consultation with Borrower, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole). (d) Notwithstanding the foregoing, in addition to any Incremental Loan Amendment(s), Refinancing Amendment(s) and Extension Amendment(s) effectuated without the consent of Lenders in accordance with Sections 2.19, 2.20 and 2.21, respectively, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Borrower (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 Revolving Loans and the interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new Term Loans and Revolving Loans. (e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Revolving Commitments, Term Loans and Revolving Exposure of any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class), the Required Class Lenders under a specific Class, the Required Revolving Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 11.02); provided that (x) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (y) no amendment which would require the consent of such Defaulting Lender under Section 11.02(b)(i) if it were not a Defaulting Lender shall be effected without the written consent of such Defaulting Lender and (z) no amendment which would require the consent of such Defaulting Lender under Section 11.02(b)(ii) and (iii) if it were not a Defaulting Lender shall be effected without the consent of such Defaulting Lender.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any other Agent, any L/C Issuer or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment abandon- ment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, any other Agent, the L/C Issuers and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Guaranty Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Guaranty Party in any case shall entitle any Note Guaranty Party to any other or further fur- ther notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Guaranty Party or Grantors Guaranty Parties with respect to which such waiver, amendment or modification modifica- tion is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agree- ment.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Applicable Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Issuing Bank and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Note other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrower and the Grantor or Grantors with respect to which such Required Lenders (except that any waiver, amendment or modification is of the Pro Rata Only Covenants or of any defined term (or component defined term) but only to applythe extent as used therein (or any Default or Event of Default or exercise of remedies by the Required Pro Rata Lenders in respect or as a result thereof) shall require the Required Pro Rata Lenders voting as a single Class rather than the Required Lenders) and (z) in the case of any other Loan Document, subject pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any reimbursement obligation with respect to any disbursement under any Letter of Credit, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that (x) any amendment to the financial definitions in accordance this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with Section 9.02 respect to any disbursement under any Letter of Credit or to reduce any fee payable hereunder and (y) only the consent of the IndentureRequired Lenders shall be necessary to reduce or waive any obligation of the Borrower to pay interest or Fees at the applicable default rate set forth in Section 2.13(c); (ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, with respect to any such extension or decrease, such consent of such Lender shall be the only consent required hereunder to make such modification); provided provided, that the Second Lien Notes Collateral Agent may (but waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or mandatory prepayments shall not be obligated toconstitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii); (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of interest (other than interest payable at the applicable default rate of interest set forth in Section 2.13(c)) on any Loan or any disbursement under any Letter of Credit or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby; (iv) amend the provisions of Section 2.18(c) or Section 7.03 in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby; (v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders,” “Required Revolving Facility Lenders,” “Required Pro Rata Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Controlling Party Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date); (vi) except as provided in Section 9.18 release all or substantially all of the Collateral or all or substantially all of the Guarantors from their respective Guarantees without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); (viii) amend the provisions of this Agreement expressly relating to any Outside LC Facility in a manner that would adversely affect the rights of the applicable Outside LC Facility Issuers in a manner that is different and adverse to such Outside LC Facility Issuer as compared to the manner such amendment would affect Lenders generally without the consent of each adversely affected Outside LC Facility Issuer; (ix) amend the provisions of Section 9.04 to reduce the number or percentage of Lenders required to permit the Borrower to assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of each Lender; or (x) amend the provisions of Section 9.04 in accordance with Section 4.14(ca manner that would further restrict assignments of any Loans under this Agreement without the prior written consent of each Lender directly adversely affected thereby; provided, further, that (a) no such agreement shall amend, modify or otherwise affect the rights or duties of the IndentureAdministrative Agent, the Collateral Agent, the Swingline Lenders or the Issuing Banks hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, each Swingline Lender or each Issuing Bank affected thereby, as applicable and (b) Schedule 3.08(a), Schedule 3.08(b), Schedule 3.20 and Schedule 5.13 to a departure the Effective Date Certificate and Schedule 3.21 may, in each case, be updated with the consent of the Borrower and the Administrative Agent (not to be unreasonably withheld) following the Effective Date and prior to the Closing Date to reflect circumstances existing on the Closing Date. Each Lender shall be bound by any Grantor from waiver, amendment or modification authorized by this Section 9.08 and any covenant consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Grantor set forth herein Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. (c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and the Collateral Agent may (in their respective sole discretion, or shall, to the extent required or contemplated by any Loan Document) enter into any amendment, modification, supplement or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, to include holders of Other First Liens or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Junior Liens and to give effect to any Intercreditor Agreement associated therewith, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower (i) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees and other obligations in respect thereof and (ii) to include appropriately the holders of such departure extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility Lenders, and for purposes of the relevant provisions of Section 2.18(b). In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Borrower and the Administrative Agent (but without the consent of any Lender or Issuing Bank) to include any additional financial maintenance covenant (or any financial maintenance covenant that is already included in this Agreement but with covenant levels and component definitions that are more restrictive to the Borrower) for the benefit of the Lenders of all of the Facilities (but not fewer than all of the Facilities) then existing. (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Other Term Loan Commitments, Other Revolving Facility Commitments, Other Term Loans and Other Revolving Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments, Other Revolving Facility Commitment, Other Term Loans or Other Revolving Loans as a separate Class or tranche from the authority existing Term Facility Commitments, Revolving Facility Commitments, Term Loans or Revolving Facility Loans, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the Second related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Notes Collateral Agent set forth in the definition Debt or (C) to cure any ambiguity, omission, error, defect or inconsistency. (f) Each of the term parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Collateral Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and Guarantee Requirementeach such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” in of any Lender on the IndentureApplicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Trustee or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and Agent, the Trustee or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor Pledgor or Grantors the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Priority Lien Intercreditor Agreement. The Agent may conclusively rely, and shall be fully protected in relying, on a certificate of an officer of the Issuer as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Co-Issuers, as to the receipt of valid consents from the holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two thirds in aggregate principal amount of all outstanding Notes if required by the Indenture; provided ), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Second Lien Notes Collateral Co-Issuers desire that this Agreement be amended as provided in Section 5.09(b) above, the Issuer shall deliver to the Agent may a certificate signed by an officer of the Issuer stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (but although the Agent shall have no obligation to make any such request), the Co-Issuers shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 5.09. The Agent shall not be obligated to)liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions. For the avoidance of doubt, with the consent of Agent shall have no obligation to execute and deliver any amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureother Security Documents.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would Table of Contents otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings (prior to a Borrower Qualified IPO), the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any Note other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Controlling Party Borrower and the Grantor Required Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or Grantors with respect agreements in writing entered into by each party thereto and the Administrative Agent and consented to which by the Required Lenders; provided, however, that no such waiveragreement shall (i) decrease or forgive the principal amount of, amendment or modification is to applyextend the final maturity of, subject to or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the ABL Facility Maturity Date, without the prior written consent required of each Lender directly affected thereby, except as provided in accordance with Section 9.02 of the Indenture2.05(c); provided that any amendment to the Second Lien Notes Collateral Agent may (but financial covenant definitions in this Agreement shall not be obligated toconstitute a reduction in the rate of interest for purposes of this clause (i), (ii) increase or extend the Commitment of any Lender or decrease the Facility Fees, Issuing Bank Fees or L/C Participation Fees or other fees of any Lender, Agent or Issuing Bank without the prior written consent of such Lender, Agent or Issuing Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby, (iv) amend the provisions of Section 5.02 of the Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby, (v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Controlling Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), Table of Contents (vi) release all or substantially all the Collateral or release any of Holdings (prior to a Borrower Qualified IPO), the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in accordance with Section 4.14(ca transaction permitted by this Agreement, without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the IndentureRequired Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank hereunder without the prior written consent to a departure of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any Grantor from waiver, amendment or modification authorized by this Section 9.08 and any covenant consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Grantor set forth herein Lender. (c) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent such departure is consistent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the authority written consent of the Second Lien Notes Collateral Agent set forth Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the definition benefits of this Agreement and the other Loan Documents with the ABL Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the term “Collateral Required Lenders. (e) Notwithstanding the foregoing, technical and Guarantee Requirement” in conforming modifications to the Indenture.Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to correct any inconsistencies between this ABL Credit Agreement and the Existing Revolving Credit Agreement. Table of Contents

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Lender or any other Secured Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, the Lenders and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the extensions of credit under the Credit Agreement shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.12 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany other Secured Party, consent to a departure by any Grantor Loan Party from any covenant of such Grantor Loan Party set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Pari Passu Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Pari Passu Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Pari Passu Collateral Agent and the other Secured Parties hereunder and under the other Notes Pari Passu Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement and the extensions of credit under the Pari Passu Documents (including making the Loans) shall not be construed as a waiver of any Default, regardless of whether the Pari Passu Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Note Party Grantor in any case shall entitle any Note Party Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Pari Passu Collateral Agent, the Borrower and the applicable Grantor (other than the Borrower) or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.12 of the Indenture; provided that the Second Lien Notes Collateral Agent may Credit Agreement (but shall not be obligated toand, as applicable, any similar section in any other Pari Passu Document), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral any Agent or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral each Agent and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02‎Section 11.02‎(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Borrower or any Note other Loan Party in any case shall entitle Borrower or any Note other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to ‎Section 2.19(c), ‎Section 2.20(c) and ‎Section 11.02(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified modified, except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders (or the Administrative Agent acting with the written consent of the Required Lenders); provided that the Administrative Agent and the Borrower may, without the consent of the other, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or supplement is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof or (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Grantor Loan Party or Grantors Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, amendment covenant or modification is to applyDefault (or any definition used, subject to any consent required respectively, therein) shall constitute an increase in accordance with Section 9.02 or extension of the Indenture; provided that expiry date of the Second Lien Notes Collateral Agent may Commitment of any Lender for purposes of this clause ‎(i)); (but shall not be obligated toii) reduce or forgive the principal amount, interest, or premium, if any, of any Loan or reduce or forgive the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to ‎Section 2.06(c)), with or reduce or forgive any Fees (including any prepayment fee), or other amount payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the Controlling Party maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under ‎Section 2.09, or any date for the payment of any interest or fees or other amounts payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in accordance with Section 4.14(cthe rate of interest pursuant to ‎Section 2.06(c)) without the written consent of each Lender directly affected thereby; (iv) change ‎Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender of the Indentureapplicable Class; (v) change any provision altering the order of or the pro rata sharing of payments or setoffs required thereby, including, without limitation, Section 2.14(b) or (c) or Section 9.02, without the written consent to a departure by any Grantor from any covenant of such Grantor set forth herein to each Lender directly affected thereby; (vi) change the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this ‎Section 11.02) specifying the term number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) amend ‎Section 9.02 in a manner that directly and adversely affects any Class without the consent of the Lenders of such Class holding more than 50% of the Loans of such Class; (viii) release all or substantially all of the value of the Guarantees of the Guarantors (except as expressly provided in Article ‎VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (ix) release all or substantially all of the Collateral in any transaction or series of related transactions (it being understood that a transaction permitted under ‎Section 6.05 or ‎Section 6.06 shall not constitute the release of all or substantially all of the Collateral), without the written consent of each Lender; (x) except as otherwise permitted in any Security Document, release all or substantially all of the value of the Collateral from the Liens of the Security Documents (except in connection with Asset Sales permitted hereunder) or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Secured Obligations to the extent permitted hereunder), in each case without the written consent of each Lender; (xi) change any provisions of any Loan Document (including Section ‎‎9.02) in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class; (xii) change any provision affecting the order of application of prepayments among Term Loans and/or Revolving Loans and any other Obligations, including, without limitation, under Section 2.10(f), in each case in a manner that directly and adversely affects any Class without the consent of each Lender of such Class; (A) subordinate any of the Obligations under the Loan Documents to any other Indebtedness or (B) subordinate the Liens securing any of the Obligations on the Collateral to any other Lien securing any other Indebtedness, without the consent of each Lender directly affected thereby; or (xiv) adversely affect any “tranche” (as contemplated in ‎Section 2.20(a)) in a disproportionate manner without the consent of both (x) as calculated on any date of determination, the Lenders having more than 50% of the sum of the aggregate principal amount of all outstanding Loans and Commitments under such “tranche” and (y) the Required Lenders; provided that any waiver, amendment, supplement or otherwise modification which affects solely any single “tranche” (as contemplated by ‎Section 2.20(a)) may be effected solely with the consent of, as calculated of any date of determination, the Lenders having more than 50% of the sum of the aggregate principal amount of all outstanding Loans and Commitments under such “tranche” Lenders and without the consent of Lenders under any other “tranche” (in their capacity as Lenders under such other “tranche”); provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be, and Guarantee Requirement” (2) any waiver, amendment or modification of this Agreement that by its terms directly affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders) or the Term Loan Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this ‎Section 11.02 if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any waiver, amendment, supplement or other modification with respect to Section ‎6.15. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) ‎Section 2.16(b) is complied with. (c) Without the consent of any other person, the (x) applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any Property or assets so that the security interests therein comply with applicable Legal Requirements and (y) the Borrower and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to give effect to ‎Section 2.20(c). (d) Any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to any of the Security Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Security Documents, guarantees, intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Lenders constituting the Required Lenders stating that the Required Lenders object to such amendment; provided that (i) the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of New Term Loans or the making of any New Revolving Commitments or any Extension and otherwise to effect the provisions of ‎Section 2.19 or ‎2.20, and (ii) the Borrower and the Collateral Agent may, without the input or consent of the other Lenders, effect changes to any Mortgage as may be necessary or appropriate in the Indentureopinion of the Collateral Agent.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor or Grantors Loan Parties with respect to which such waiver, amendment or modification is to applyapplicable, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Secured Party, consent to a departure by any Grantor Loan Party from any covenant of such Grantor Loan Party set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.Credit Agreement. 27

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent any Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent each Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Sections 2.16(c), 11.02(d) and 11.02(e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Loan Parties and the Grantor or Grantors Required Lenders (other than with respect to which such waiver, any amendment or modification is to applywaiver contemplated in clause (b)(xiv) below, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but which shall not be obligated to), with only require the consent of the Controlling Majority Revolving Lenders) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or otherwise Loan Parties that are parties thereto, in accordance each case with Section 4.14(c) the written consent of the IndentureRequired Lenders; provided, that no such agreement shall: (i) increase or extend the expiry date of any Commitment of any Lender without the written consent to a departure by any Grantor from any covenant of such Grantor set forth herein Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to the extent such departure is consistent with the authority any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or an extension of the Second Lien Notes Collateral Agent expiry date of any Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (including, if directly affected, each Issuing Bank); (iii) postpone or extend the maturity of any Loan, the required date of payment of any Reimbursement Obligation or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or any date for the payment of any interest, premium or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby (including, if directly affected, each Issuing Bank); (iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the definition or use of Disqualified Institutions shall require only the consent of the Required Lenders and the Loan Parties); (v) change Section 2.14(b) or (c) or Section 9.01 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly affected thereby; (vi) change the percentage set forth in the definition of “Required Lenders”, “Majority Revolving Lenders”, or any other provision of any Loan Document (including this Section 11.02) specifying the term “number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (viii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and Guarantee Requirement” ratably with the other Secured Obligations), in each case without the written consent of each Lender; (ix) change the order of application of prepayments among Term Loans and Revolving Commitments (and related Revolving Obligations) under Section 2.10(d) or change the application of prepayments of Term Loans set forth in Section 2.10(d) in each case without the consent of the Majority Revolving Lenders and Term Lenders holding more than 50% of the aggregate principal amount of the outstanding Term Loans; (x) without the written consent of the Majority Revolving Lenders, amend, modify or waive (w) the provisions of Section 2.10(h) or Article IX, in each case, in a manner adversely affecting the priority status of the Revolving Obligations, (x) the provisions of Section 11.04(k) or 11.23, (y) any condition precedent set forth in Section 4.02 with respect to the making of any Revolving Loan or Swingline Loan or the issuance of any Letter of Credit or (z) alter the rights or remedies of the Majority Revolving Lenders arising pursuant to Article VIII as a result of the failure of the Required Lenders to exercise their rights and remedies within the time period set forth therein; (xi) without the written consent of the Term Lenders holding more than 50% of the aggregate principal amount of the outstanding Term Loans, amend or modify this Agreement to provide for aggregate Revolving Commitments under all Classes to exceed $75,000,000; (xii) subordinate the Obligations under the Loan Documents to any other Indebtedness without the written consent of each Lender; (xiii) modify the protections afforded to an SPC pursuant to the provisions of Section 11.04(h) without the written consent of such SPC; or (xiv) (w) amend or otherwise modify Section 6.06(b)(ii)(B), (x) amend or otherwise modify Section 6.10(b) (or for the purposes of determining compliance with Section 6.10(b), any defined terms used therein), or (y) waive or consent to any Default resulting from a breach of either Section 6.06(b)(ii)(B) or Section 6.10(b) or (z) alter the rights or remedies of the Majority Revolving Lenders arising pursuant to Article VIII as a result of a breach of either Section 6.06(b)(ii)(b) or Section 6.10(b), in each case, without the written consent of the Majority Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (xiv) shall not require the consent of any Lenders other than the Majority Revolving Lenders; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Collateral Agent, such Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent, the Issuing Banks and the Swingline Lender) if (1) by the terms of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Administrative Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Administrative Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment). (e) Further, notwithstanding the foregoing, any provision of this Agreement and the other Loan Documents may be amended to effect (x) any amendment as, and to the extent, provided in the Indenturedefinition of “Additional Permitted Unsecured Debt” contained herein and (y) any Extension Amendment, any Corrective Extension Amendment, any Incremental Loan Amendment or any Refinancing Amendment as, and to the extent, provided in Sections 2.20, 2.21 and 2.23.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 the terms of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent Intercreditor Agreement and Section 10.01 of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureABL Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Agent, the Co-Collateral Agent Agents, the Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Agent, the Co-Collateral Agent Agents, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Agent, the Co-Collateral Agents, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.15(c) and Sections 11.02(c) and 11.02(d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Loan Parties and the Grantor Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by the Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that, no such agreement shall: (i) increase or extend the expiry date of the Revolving Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, amendment covenant or modification is to applyDefault (or any definition used, subject to any consent required respectively, therein) shall constitute an increase in accordance with Section 9.02 or an extension of the Indenture; provided that expiry date of the Second Lien Notes Collateral Agent may Revolving Commitment of any Lender for purposes of this clause (but shall not be obligated toi)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), with or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the Controlling Party maturity of any Loan, or otherwise the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in accordance with the rate of interest pursuant to Section 4.14(c2.06(c)), or postpone the scheduled date of expiration of any Revolving Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby; (iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby; (v) change Section 2.09(c), Section 2.13(b) or (c) or Section 9.01 in a manner that would alter the Indentureorder of or the pro rata sharing of payments or setoffs required thereby, without the written consent to a departure by any Grantor from any covenant of such Grantor set forth herein to each Lender; (vi) change the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the term “number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (viii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and Guarantee Requirement” ratably with the other Secured Obligations), in each case without the Indenturewritten consent of each Lender; (ix) subordinate the Obligations under the Loan Documents to any other Indebtedness; (x) change the definition of the Borrowing Base or any definitions used therein in a manner that is intended to increase any of the availability under the Borrowing Base without the written consent of the Required Lenders; provided, that, the consent of the Lenders shall not be required for the Agent or the Co-Collateral Agents, as applicable, to use their Permitted Discretion to make adjustments to the eligibility or to impose or remove Reserves, in each case in accordance with the terms of this Agreement; (xi) increase the advance rates for the Borrowing Base, without the written consent of each Lender; or (xii) increase the Total Revolving Commitments to an amount greater than $100,000,000, without the written consent of the Required Lenders as determined based upon the Commitments as in effect on the Closing Date; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Agent (and, if their rights or obligations are affected thereby, the Issuing Bank, the Swingline Lender and the Agent) if (1) by the terms of such agreement the Revolving Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.15(b) is complied with, as applicable. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Further, notwithstanding the foregoing, if, following the Closing Date, the Agent and the Administrative Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Agent and the Administrative Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Agent has no obligation to agree to any such amendment).

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, each Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Note other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrower and the Grantor or Grantors with respect to which such Required Lenders (except that any waiver, amendment or modification is of the Pro Rata Only Covenants or of any defined term (or component defined term) but only to applythe extent as used therein (or any Default or Event of Default or exercise of remedies by the Required Pro Rata Lenders in respect or as a result thereof) shall require the Required Pro Rata Lenders voting as a single Class rather than the Required Lenders) and (z) in the case of any other Loan Document, subject pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any reimbursement obligation with respect to any disbursement under any Letter of Credit, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that (x) any amendment to the financial definitions in accordance this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i) even if the effect of such amendment would be to reduce the rate of interest on any Loan or any reimbursement obligation with Section 9.02 respect to any disbursement under any Letter of Credit or to reduce any fee payable hereunder and (y) only the consent of the IndentureRequired Lenders shall be necessary to reduce or waive any obligation of the Borrower to pay interest or Fees at the applicable default rate set forth in Section 2.13(c); (ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, with respect to any such extension or decrease, such consent of such Lender shall be the only consent required hereunder to make such modification); provided provided, that the Second Lien Notes Collateral Agent may (but waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or mandatory prepayments shall not be obligated toconstitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii); (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date, extend or waive any Revolving Facility Maturity Date or reduce the amount due on any Revolving Facility Maturity Date or extend any date on which payment of interest (other than interest payable at the applicable default rate of interest set forth in Section 2.13(c)) on any Loan or any disbursement under any Letter of Credit or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby; (iv) amend the provisions of Section 2.18(c) or Section 7.03 in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby; (v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders,” “Required Revolving Facility Lenders,” “Required Pro Rata Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Controlling Party or otherwise Required Lenders, additional extensions of credit pursuant to this Agreement may be included in accordance with Section 4.14(c) the determination of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to Required Lenders on substantially the extent such departure is consistent with same basis as the authority Loans and Commitments are included on the Closing Date); (vi) except as provided in Section 9.18 release all or substantially all of the Second Lien Notes Collateral Agent set forth or all or substantially all of the Guarantors from their respective Guarantees without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the definition of adversely affected Facility (it being agreed that the term “Collateral and Guarantee Requirement” Required Lenders may waive, in the Indenture.whole or in part, any prepayment or Commitment reduction required by Section

Waivers; Amendment. (a) No failure or delay by on the Second Lien Notes Collateral Agent or part of any other Secured Party party hereto in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents parties hereto are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party party hereto in any case shall entitle any Note Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the last sentence of Section 2.10(b) and Section 5.14 hereof, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party and Applicable First Lien Agent (as directed by the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Representative of each Series of the Indenture; provided that the Second First-Priority Lien Notes Collateral Agent may Obligations (but shall not be obligated to), with the consent of the Controlling Party or otherwise relevant First-Priority Lien Obligations Secured Parties of such Series to the extent required by, and in accordance with Section 4.14(c) with, the terms of the Indentureapplicable First- Priority Lien Obligations Documents)), the Applicable Second Lien Agent (as directed by the Representative of each Series of Second-Priority Lien Obligations (with the consent to a departure by any Grantor from any covenant of the relevant Second-Priority Lien Obligations Secured Parties of such Grantor set forth herein Series to the extent required by, and in accordance with, the terms of the applicable Second-Priority Lien Obligations Documents)) and, to the extent such departure is consistent with amendment, waiver or modification adversely affects its rights and obligations, the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCompany.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agents, the Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agents, the Administrative Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. Except as otherwise provided herein, no notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agents and the Grantor or Grantors with respect to which Loan Parties that are party thereto and are affected by such waiver, amendment or modification is to applymodification, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that Credit Agreement and the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureIntercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any other Agent, any LC Issuer or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Arranger, any Lender or any LC Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances.. Table of Contents (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Required Lenders and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, and acknowledged by the Administrative Agent, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that Credit Agreement and the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant other terms of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureSection.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Administrative Agent, any Lender, any Issuing Bank or any other Secured Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Lenders, the Issuing Banks and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the terms of Section 9.08(b)(C) of the ABL Credit Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent (acting at the direction, or with the consent, of the Required Lenders) and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureABL Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right right, remedy, power or power privilege hereunder or under any other Notes Secured Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, remedy, power or power, privilege or any abandonment or discontinuance of steps to enforce such a right right, remedy, power or powerprivilege, preclude any other or further exercise thereof thereof, or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies privileges of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Secured Credit Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided Credit Agreement. (c) Each Guarantor hereby acknowledges and affirms that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such departure is consistent with Guarantor shall be liable for the authority full amount of the Second Lien Notes Collateral Agent liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor’s or any Secured Party’s right to proceed against any Borrower or any other guarantor of the Guaranteed Obligations. (d) Each Guarantor hereby waives, to the fullest extent permitted by applicable Law, all rights and benefits under Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives, to the fullest extent permitted by applicable Law, without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code. (e) Each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including, without limitation, (1) any defenses such Guarantor may have to this Agreement by reason of an election of remedies by the Secured Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrowers pursuant to the antideficiency or other laws of California limiting or discharging the Borrowers’ indebtedness, including, without limitation, Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies of the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure destroys such Guarantor’s rights of subrogation and reimbursement against a Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Each Guarantor warrants and agrees that each of the waivers set forth in above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable Law or public policy, such waivers shall be effective only to the definition of the term “Collateral and Guarantee Requirement” in the Indenturemaximum extent permitted by law.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Administrative Agent, the Co-Collateral Agent Agents, the Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Co-Collateral Agent Agents, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Co-Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on any Note Party in any case shall entitle any Note Party to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers and the Grantor Required Lenders (other than Defaulting Lenders or Grantors Deteriorating Lenders) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with respect to which such waiver, amendment or modification is to apply, subject to any the written consent required in accordance with Section 9.02 of the IndentureRequired Lenders; provided that no such agreement shall (i) increase the Second Lien Notes Collateral Agent may dollar amount of the Commitment of any Lender without the written consent of such Lender or increase the Commitments of all Lenders (but shall not be obligated to), with other than as set forth in Section 2.20) without the consent of such Lender, (ii) reduce or forgive the Controlling Party principal amount of any Loan or otherwise in accordance with LC Disbursement or reduce the rate of interest thereon (other than to waive default interest under Section 4.14(c2.06(c)) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority a waiver of the Second Lien Notes Collateral Agent underlying default giving rise to such default interest does not require a vote of all Lenders), or reduce or forgive any Fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or any scheduled date for the scheduled payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than the waiver of default interest under Section 2.06(c), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the written consent of each Lender affected thereby, (iv) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the term “number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (v) release any Subsidiary Guarantor from its Guarantee (except as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the written consent of each Lender, or (vi) except as otherwise permitted herein, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and Guarantee Requirement” ratably with the other Obligations), in each case without the Indenturewritten consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Co-Collateral Agents, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (c) If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace such non-consenting Lender or Lenders with one or more Persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided further that each replaced Lender receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right right, remedy, power or power privilege hereunder or under any other Notes Secured Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, remedy, power or power, privilege or any abandonment or discontinuance of steps to enforce such a right right, remedy, power or powerprivilege, preclude any other or further exercise thereof thereof, or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies privileges of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Secured Credit Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided Credit Agreement. (c) Each Guarantor hereby acknowledges and affirms that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such departure is consistent with Guarantor shall be liable for the authority full amount of the Second Lien Notes Collateral Agent liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor’s or any Secured Party’s right to proceed against any Borrower or any other guarantor of the Guaranteed Obligations. (d) Each Guarantor hereby waives, to the fullest extent permitted by applicable Law, all rights and benefits under Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives, to the fullest extent permitted by applicable Law, without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code. (e) Each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including, without limitation, (1) any defenses such Guarantor may have to this Agreement by reason of an election of remedies by the Secured Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrowers pursuant to the antideficiency or other laws of California limiting or discharging the Borrowers’ indebtedness, including, without limitation, Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. In furtherance of such provisions, each 193389737_2 Guarantor hereby waives all rights and defenses arising out of an election of remedies of the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure destroys such Guarantor’s rights of subrogation and reimbursement against a Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Each Guarantor warrants and agrees that each of the waivers set forth in above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable Law or public policy, such waivers shall be effective only to the definition of the term “Collateral and Guarantee Requirement” in the Indenturemaximum extent permitted by law.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Agent or any other Secured Party in exercising any power or right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent hereunder and of the other Secured Parties hereunder and under the other Notes Credit Transaction Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision provisions of this Agreement or any other Credit Transaction Document or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle such Pledgor or any Note Party other Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the provisions of the Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by among the Controlling Party Pledgors and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)Agent, with the prior written consent of the Controlling Party Required Lenders and the Required Holders; PROVIDED, HOWEVER, that except as provided herein or in the other Credit Transaction Documents, no such agreement shall amend, modify, waive or otherwise adversely affect a Secured Party's rights and interests in accordance with Section 4.14(c) any material amount of the Indenture, Collateral without the prior written consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureSecured Party.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Credit Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Credit Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any other rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.028.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Credit Party may have had notice or demand on any Note Party in any case shall entitle any Note Party to any other knowledge of such Default or further notice or demand in similar or other circumstances. (b) Event of Default at the time. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that the Second Lien Notes Collateral Agent Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may (but shall not be obligated to)amended, modified, supplemented, waived or released with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent respect to a departure by any Grantor from without the approval of any covenant other Grantor and without affecting the obligations of such any other Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturehereunder.

Waivers; Amendment. (a) No failure or delay by on the Second Lien Notes Collateral Agent or part of any other Secured Party party hereto in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents parties hereto are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party party hereto in any case shall entitle any Note Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the last sentence of Section 2.10(b) and Section 5.14 hereof, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party and Applicable First Lien Agent (as directed by the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Representative of each Series of the Indenture; provided that the Second First-Priority Lien Notes Collateral Agent may Obligations (but shall not be obligated to), with the consent of the Controlling Party or otherwise relevant First-Priority Lien Obligations Secured Parties of such Series to the extent required by, and in accordance with Section 4.14(c) with, the terms of the Indentureapplicable First-Priority Lien Obligations Documents), the Applicable Second Lien Agent (as directed by the Representative of each Series of Second-Priority Lien Obligations (with the consent to a departure by any Grantor from any covenant of the relevant Second-Priority Lien Obligations Secured Parties of such Grantor set forth herein Series to the extent required by, and in accordance with, the terms of the applicable Second-Priority Lien Obligations Documents) and, to the extent such departure is consistent with amendment, waiver or modification adversely affects its rights and obligations, the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCompany.

Waivers; Amendment. (a) No failure or delay by on the Second Lien Notes Collateral Agent or part of any other Secured Party party hereto in exercising any right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents parties hereto are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.029.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party party hereto in any case shall entitle any Note Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party and the Grantor or Grantors with respect each Secured Debt Representative; provided, however, that this Agreement may be amended from time to which such waiver, time as provided in Section 4.04. Any amendment or modification of this Agreement that is proposed to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with effected without the consent of a Secured Debt Representative as permitted by the Controlling Party or otherwise in accordance with Section 4.14(c) proviso to the preceding sentence shall be submitted to such Secured Debt Representative for its review at least 5 business days prior to the proposed effectiveness of such amendment. Notwithstanding the foregoing, none of the Indenture, Grantors shall have the right to consent to a departure by or approve any Grantor from amendment, modification or waiver of any covenant provision of such Grantor set forth herein this Agreement except solely to the extent such departure is consistent with amendment, modification or waiver has the authority effect of limiting the ability to incur Priority Lien Debt, Second Lien Debt or Third Lien Debt that the Grantors would otherwise be permitted to incur under each of the Priority Lien Documents, the Second Lien Notes Collateral Agent set forth in Documents and the definition Third Lien Documents or the ability of the term “Collateral and Guarantee Requirement” in the IndentureGrantors to incur DIP Financing.

Waivers; Amendment. (ai) No failure or delay by of the Second Lien Notes Collateral Agent or any other Secured Party in exercising any power or right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent hereunder and of the other Secured Parties hereunder and under the other Notes Senior Credit Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision provisions of this Agreement or any other Senior Credit Document or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle such Pledgor or any Note Party other Pledgor to any other or further notice or demand in similar or other circumstances. (bii) Neither Subject to the provisions of the Pledge Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by among the Controlling Party Pledgors and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)Agent, with the prior written consent of the Controlling Party Required Secured Parties (as defined in the Pledge Intercreditor Agreement); provided, however, that except as provided herein or in the other Senior Credit Documents, no such agreement shall amend, modify, waive or otherwise adversely affect a Secured Party's rights and interests in accordance with Section 4.14(c) any material amount of the Indenture, Collateral without the prior written consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureSecured Party.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Agreement Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the other Secured Parties hereunder and under the other Notes Credit Agreement Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than as provided in Section 5.15 and Section 5.16) except pursuant to an agreement or agreements as provided in writing entered into by the Controlling Party and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Credit Agreement. The Collateral Agent may (but shall not be obligated to), with the consent conclusively rely on a certificate of an officer of the Controlling Party or otherwise in accordance with Parent Borrower as to whether any amendment contemplated by this Section 4.14(c5.09(b) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturepermitted.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Administrative Agent or any other Secured Party to exercise, and no delay by any such Person in exercising exercising, any right right, remedy, power or power privilege hereunder or under any other Notes Document shall operate as a waiver thereof thereof; nor shall any single or partial exercise of any such right right, remedy, power or power, or any abandonment or discontinuance of steps to enforce such a right or power, privilege hereunder preclude any other or further exercise thereof or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Documents privileges herein provided are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties would otherwise haverights, remedies, powers and privileges provided by law. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, issuance of a Letter of Credit, entering into of Lender Provided Commodity Xxxxxx, Lender Provided Foreign Currency Xxxxxx or Lender Provided Interest Rate Xxxxxx or entering into of Other Lender Provided Financial Service Products shall not be construed as a waiver of any Potential Default, regardless of whether the Administrative Agent, any Lender, or any Issuing Lender may have had notice or knowledge of such Potential Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 11.1 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second First Lien Notes Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes First Lien Loan Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second First Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes First Lien Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second First Lien Notes Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph para- graph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific spe- cific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default hereunder, regardless of whether the First Lien Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party First Lien Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the IndentureFirst Lien Credit Agreement; provided that the Second First Lien Notes Collateral Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany other Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second First Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureFirst Lien Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any other Agent, the Letter of Credit Issuer or any other Secured Party in exercising any right or power hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, each other Agent, the Letter of Credit Issuer and the other Secured Parties hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan, the acceptance and purchase of a B/A or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Lender or the Letter of Credit Issuer may have had notice or demand on any Note Party in any case shall entitle any Note Party to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Credit Party or Grantors Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.04 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent and the Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than supplements expressly contemplated hereby) except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to applyapplicable, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Secured Party, consent to a departure by any Grantor Loan Party from any covenant of such Grantor Loan Party set forth herein or in any other Security Document to the extent such departure is consistent not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the term “Collateral and Guarantee Requirement” in the Indentureobligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Trustee or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and Agent, the Trustee or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor Pledgor or Grantors the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Senior Lien Intercreditor Agreement and the Additional Priority Lien Intercreditor Agreement. The Agent may conclusively rely, and shall be fully protected in relying, on a certificate of an officer of the Issuer as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Co-Issuers, as to the receipt of valid consents from the holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two thirds in aggregate principal amount of all outstanding Notes if required by the Indenture; provided ), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Second Lien Notes Collateral Co-Issuers desire that this Agreement be amended as provided in Section 5.09(b) above, the Issuer shall deliver to the Agent may a certificate signed by an officer of the Issuer stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (but although the Agent shall have no obligation to make any such request), the Co-Issuers shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 5.09. The Agent shall not be obligated to)liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions. For the avoidance of doubt, with the consent of Agent shall have no obligation to execute and deliver any amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureother Security Documents.

Waivers; Amendment. (a) No failure or delay by of any Agent, ------------------- the Second Lien Notes Collateral Agent Issuing Bank or any other Secured Party Lender in exercising any power or right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agents, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Party the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below of this Section 6.0210.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note such Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers and the Grantor or Grantors with respect to Requisite Lenders or, in the case of any other Loan Document (other than the Intercreditor Agreements, the Sharing Agreement and the Security Documents, which such waiver, amendment or modification is to apply, subject to any consent required in accordance with are governed by Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to10.08), pursuant to an agreement or agreements in writing entered into by the Applicable Agent and the Loan Party or Loan Parties or other Persons that are parties thereto, in each case with the consent of the Controlling Party Requisite Lenders; provided, however, that no such agreement ------------------ shall (i) decrease the principal amount of any Loan or otherwise in accordance with Section 4.14(c) LC Disbursement, or extend the final scheduled maturity date of the IndentureLoans or the dates for the payment of any interest on any Loan or the required date of reimbursement of any LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or LC Disbursement, or postpone the scheduled date of termination of any Commitment, without the prior written consent to a departure by of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Commitment Fee or LC Fee of any Grantor from any covenant Lender without the prior written consent of such Grantor set forth herein Lender, (iii) amend or modify the provisions of Section 2.13, the provisions of this Section, the provisions of Section 10.08, the definitions of "Requisite Lenders", "Requisite Dollar Lenders" and "Requisite Euro Lenders" or any other provision of any Loan Document (other than the Intercreditor Agreements, the Sharing Agreement and the Security Documents, which are governed by Section 10.08) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the extent prior written consent of each Lender (or each Lender of such departure is consistent with Class, as the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.case may be),

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, the Applicable Authorized Representative, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, the Administrative Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties party hereto with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Secured Party, consent to a departure by any Grantor Loan Party from any covenant of such Grantor Loan Party set forth herein or in any other Security Document to the extent such departure is consistent not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the term “Collateral and Guarantee Requirement” in the Indentureobligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or of any other Secured Finance Party in exercising any power or right or power hereunder or under any other Notes Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Administrative Agent and the Secured Parties hereunder and of the other Finance Parties under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Guarantor in any case shall entitle any Note Party such Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Controlling Party and the Grantor or Grantors Guarantors with respect to which such waiver, amendment or modification is to applyrelates and the Administrative Agent, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that Credit Agreement (or, if the Second Lien Notes Collateral Agent may Loan Document Obligations have been paid in full in cash (but shall not be obligated to)other than unasserted contingent indemnification obligations) and the Credit Agreement has been terminated prior to the Termination Date, then with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent any remaining Finance Parties whose Specified Obligations continue to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturebe guaranteed hereby).

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any Lender or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and Agent, the Lenders or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Credit Party in any case shall entitle any Note Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor Credit Party or Grantors Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 9.01 of the Indenture; Term Loan Agreement and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Priority Lien Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Second Lien Notes Collateral Borrower desires that this Agreement be amended as provided in Section 5.09(b) above, the Borrower shall deliver to the Agent may (but a certificate signed by an officer of the Borrower stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. The Agent shall not be obligated to), with the consent of the Controlling Party liable for any action it takes or otherwise omits to take in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of good faith in reliance on such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturecertificates or opinions.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, the Issuing Banks, the Swingline Lender and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.025.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Guarantor or Grantors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the IndentureCredit Agreement; provided that the Second Lien Notes Collateral Administrative Agent may (but shall not be obligated to)may, with without the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indentureany Guaranteed Party, consent to a departure by any Grantor Guarantor from any covenant of such Grantor Guarantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement or in Section 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Lender or any other Secured Party Issuing Bank in exercising any power or right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Party the Borrower in any case shall entitle any Note Party the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrower and the Grantor Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, that no such agreement shall: (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date of, or date for the payment of any interest on or any fees (including any prepayment fee or premium (including, for the avoidance of doubt, the fee set forth in Section 2.05(e)), but excluding any interest payable pursuant to Section 2.07) payable with respect to, any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or reduce any fees (including any prepayment fee or premium (including, for the avoidance of doubt, the fee set forth in Section 2.05(e)), but excluding any interest payable pursuant to Section 2.07) payable with respect to which such waiverany Loan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby (it being understood and agreed that any amendment or modification is to applythe financial definitions in this Agreement or to Section 1.02 or 1.03 shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)); (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees (including any prepayment fee or premium (including, subject for the avoidance of doubt, the fee set forth in Section 2.05(e))) of any Lender without the prior written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any consent condition precedent, covenant, Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in the Commitment of any Lender for purposes of this clause (ii)); (iii) amend or modify Section 2.17 or 7.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required in accordance with Section 9.02 of thereby without the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the prior written consent of each Lender directly affected thereby (except for any such amendment or modification to reflect the Controlling Party addition of one or otherwise more Classes of Loans in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is manner consistent with the authority treatment of Obligations under Section 7.02 immediately prior to such amendment or modification) or change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the Second Lien Notes outstanding Loans and unused Commitments of each adversely affected Class; (iv) amend or modify the provisions of Section 9.04(j) or the provisions of this Section 9.08 or release one or more Subsidiary Guarantors (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05 or as otherwise expressly provided in this Agreement or any Security Document) that represent all or substantially all of the value of the Guarantees of the Obligations pursuant to the Loan Documents or release all or substantially all of the Collateral Agent set forth from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the prior written consent of each Lender; (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV; (vi) reduce the percentage contained in the definition of the term “Collateral and Guarantee RequirementRequired Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the Indenturedetermination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof), or reduce the percentage contained in the definition of the term “Majority Revolving Credit Lenders” without the prior written consent of each Revolving Credit Lender; (vii) waive, amend or modify any condition precedent set forth in Section 4.01 with respect to the making of any Revolving Loans or Swingline Loans or the issuance, amendment, extension or renewal of a Letter of Credit without the prior written consent of the Majority Revolving Lenders; (viii) change Section 9.04(b) in a manner which further restricts assignments thereunder with the prior written consent of each Lender; or (ix) amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swingline Lender or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Swingline Lender or such Issuing Bank, as applicable; provided further, that amendments or waivers of (x) the terms of Section 6.11 (solely as a financial maintenance covenant but not as it relates to any incurrence-based test), (y) any Event of Default with respect to the Borrower’s failure to comply with Section 6.11 (solely as a financial maintenance covenant but not as it relates to any incurrence-based test) and (z) any definitions and related provisions related to the foregoing clauses (x) and (y) shall only require the prior written consent of the Majority Revolving Credit Lenders (and not the Required Lenders). For the avoidance of doubt, (i) Letters of Credit and the provisions thereof may be waived, amended or modified solely in accordance with Section 2.23, (ii) the Fee Letters and the respective provisions thereof may be waived, amended or modified solely in accordance with their respective terms and (iii) the provisions of Section 7.03 may be waived, amended or modified solely in accordance with the terms of such section. (c) Notwithstanding anything in paragraph (b) above or otherwise herein to the contrary, (i) any amendment or modification that would extend the Revolving Credit Commitments of any Lender or the final maturity date of the Term Loans or Revolving Loans of any Lender and increase the rate of interest and fees payable on the extended Revolving Credit Commitments, Term Loans or Revolving Loans of such Lender shall not require the prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Revolving Credit Commitments, Term Loans or Revolving Loans, as the case may be, on a pro rata basis based on the aggregate principal amount of such Revolving Credit Commitments, Term Loans or Revolving Loans then outstanding pursuant to procedures approved by the Administrative Agent, (ii) the payment in full of any Loans on the applicable final maturity date of such Loans and the payment of interest and fees made on account of the Commitments or Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17, (iii) if the Borrower shall request (A) the release of any Collateral to be sold as part of any Asset Sale to any Person other than the Borrower or any of the Subsidiaries permitted under Section 6.05 and shall deliver to the Collateral Agent a certificate to the effect that such Asset Sale and the disposition of the proceeds thereof will comply with the terms of this Agreement or (B) the release or subordination of the Lien of the Collateral Agent, for the benefit of the Secured Parties, on any item of Collateral to be encumbered by any Lien permitted by Section 6.02(i) or Section 6.02(k) and shall deliver to the Collateral Agent a certificate to the effect that the incurrence of such other Lien on the Collateral will comply with the terms of this Agreement, then the Collateral Agent, if reasonably satisfied that the applicable certificate is correct, shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the release of such Collateral (in the case of an Asset Sale described in clause (A)) or the release or subordination of the Lien of the Collateral Agent, for the benefit of the Secured Parties, in such Collateral (in the case of such other Lien as described in clause (B)) and (iv) the Collateral Agent, the Borrower and the applicable Subsidiary Guarantors may amend, supplement or otherwise modify any Security Document so long as such amendment, supplement or other modification is not adverse to any Secured Party and such amendment shall become effective without any further consent of any other party to such Security Document. For the avoidance of doubt, any amendment or modification of the type described in the preceding clause (i) will require an agreement or agreements in writing entered into by the Borrower and the Required Lenders. (d) The Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.

Waivers; Amendment. (a) No failure or delay by any Agent, the Second Lien Notes Collateral Agent Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes ABL Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Second Lien Notes Collateral Agent Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes ABL Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any ABL Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.15(c), Sections 11.02(c), 11.02(d) and 11.02(e), neither this Agreement nor any other ABL Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Loan Parties and the Grantor Required Lenders or, in the case of any other ABL Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall: (i) increase or extend the expiry date of the Revolving Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, amendment covenant or modification is to applyDefault (or any definition used, subject to any consent required respectively, therein) shall constitute an increase in accordance with Section 9.02 or an extension of the Indenture; expiry date of the Revolving Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the maturity of any Loan, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Revolving Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby and the Issuing Bank; (iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the Second Lien Notes Collateral Agent may (but definition or use of Disqualified Institutions shall not be obligated to), with require only the consent of the Controlling Party Required Lenders and the Loan Parties); (v) change Section 2.09(c), Section 2.13(b) or otherwise (c) or Section 9.01 in accordance with Section 4.14(ca manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (vi) of change the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent percentage set forth in the definition of “Required Lenders” or “Supermajority Lenders” or any other provision of any ABL Loan Document (including this Section 11.02) specifying the term number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (viii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (ix) change the definition of “Collateral and Guarantee RequirementCo-Borrower” or Section 5.10 to permit any Subsidiary that is not a Wholly Owned Domestic Restricted Subsidiary to become a Borrower under this Agreement, in each case without the written consent of each Lender; (x) except as otherwise provided in the IndentureIntercreditor Agreement, subordinate the Obligations under the ABL Loan Documents to any other Indebtedness without the written consent of each Lender; (xi) change any of the eligibility criteria as set forth in the Borrowing Base or increase any of the availability under the Borrowing Base or any constituent definitions thereof without the written consent of the Supermajority Lenders; provided, that the consent of the Lenders shall not be required for any Agent to use its Permitted Discretion to make adjustments to the eligibility or to impose or remove Reserves, in each case in accordance with the terms of this Agreement; (xii) increase the advance rates for the Borrowing Base, without the written consent of each Lender; or (xiii) modify the protections afforded to an SPC pursuant to the provisions of Section 11.04(h) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders or the Supermajority Lenders, as the case may be, and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank, the Swingline Lender and the Collateral Agent) if (1) by the terms of such agreement the Revolving Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.15(b) is complied with. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any ABL Loan Document) enter into any amendment or waiver of any ABL Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Administrative Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the ABL Loan Documents, then the Administrative Agent and the Administrative Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any ABL Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment). (e) Further, notwithstanding the foregoing, any provision of this Agreement and the other ABL Loan Documents may be amended to effect any Extension Amendment, any Corrective Extension Amendment or any Incremental Loan Amendment as, and to the extent, provided in Sections 2.20 and 2.21.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Trustee, the Lead Arrangers, any Lender or any other Secured Party the Issuing Bank in exercising any power or right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Trustee, the Lead Arrangers, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Note other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party the Borrower or Holdings in any case shall entitle any Note Party the Borrower or Holdings to any other or further notice or demand in similar or other circumstances. (ba) Neither Except as provided in Sections 2.23, 2.24 and 2.25, neither this Agreement nor any provision hereof nor any other Loan Document or any provision thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Borrower, Holdings and the Required Lenders or in the case of the other Loan Documents, pursuant to an agreement in writing entered into by the applicable Loan Party and the Grantor Administrative Agent or Grantors with respect to which such waiverthe Collateral Trustee, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)as applicable, with the consent of the Controlling Party Required Lenders if and as may be required thereby (except as expressly provided below); provided, however, that no such agreement shall (i) decrease the principal amount of, or otherwise in accordance extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement (other than with Section 4.14(c) respect to waivers of the Indentureterms of Section 2.07), without the prior written consent to a departure by of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Grantor from Fees or decrease the amount of, or shorten the period applicable to, any covenant prepayment premium of any Lender without the prior written consent of such Grantor set forth herein Lender (it being understood that no amendment, modification, termination, waiver or consent of a condition precedent, covenant or Default shall constitute an increase of Commitment), (iii) amend or modify the pro rata requirements of Section 2.17 or the provisions of this Section or release all or substantially all the value of the Subsidiary Guarantors from the Guarantee Agreement or all or substantially all of the Collateral, without the prior written consent of each Lender, unless otherwise explicitly permitted under this Agreement, (iv) change the provisions of application of prepayments in any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class disproportionately from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely Affected Class, (v) modify the protections afforded to an SPC pursuant to the extent provisions of Section 9.04(i) without the prior written consent of such departure is consistent with SPC, (vi) impose any additional material restrictions on the authority right of any Lender to assign its Loans or Commitments hereunder without the Second Lien Notes Collateral Agent set forth prior written consent of such Lender (except as required by law or regulation), (vii) modify the percentage contained in the definition of the term “Collateral and Guarantee RequirementRequired Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the Indenturedetermination of the Required Lenders on substantially the same basis as the Revolving Credit Commitments on the Closing Date), (viii) amend or modify any payment waterfall (including any payment waterfall arising from or as a result of an Event of Default) without the prior written consent of each Lender, or (ix) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation, or subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation without the prior written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Trustee, or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Trustee or the Issuing Bank, as applicable. (b) The Administrative Agent and the Borrower may amend, modify or supplement any Loan Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent); provided that no such amendment, modification or supplement shall adversely affect the rights of any Lender unless the Lenders have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent does not receive, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, modification or supplement.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, any Arranger or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent Agent, each Arranger and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Note Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Borrower or any other Loan Party in any case shall entitle any Note Party such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Arranger or any Lender may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, 2.22 or 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Borrowers, the Administrative Agent and the Grantor Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Term Loan, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that (x) any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i) even if the effect of such amendment would be to reduce the rate of interest on any Term Loan or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to reduce or waive any obligation of the Borrowers to pay interest or fees at the applicable default rate set forth in Section 2.13(c); (ii) increase or extend the Commitment of any Lender, or decrease any fees of any Lender without the prior written consent of such Lender directly adversely affected thereby (which, notwithstanding the foregoing, with respect to any such extension or decrease, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii); (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date, or extend any date on which payment of interest (other than interest payable at the applicable default rate of interest set forth in Section 2.13(c)) on any Term Loan or any fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such waiverconsent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); (iv) amend the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby or the definition of “Pro Rata Share”, amendment without the prior written consent of each Lender adversely affected thereby; (v) amend or modification is modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to applywaive, subject to amend or modify any rights hereunder or make any determination or grant any consent required in accordance with Section 9.02 hereunder, without the prior written consent of the Indenture; provided that the Second Lien Notes Collateral Agent may each Lender (but shall not be obligated to)it being understood that, with the consent of the Controlling Party Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loans and Commitments are included on the Closing Date); (vi) except as provided in Section 9.18, release all or substantially all of the Collateral, any Borrower or all or substantially all of the value of the Guarantees provided by the Guarantors taken as a whole without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided, further, that (a) no such agreement shall amend, modify or otherwise in accordance with Section 4.14(c) affect the rights or duties of the IndentureAdministrative Agent or the Collateral Agent hereunder without the prior written consent of the Administrative Agent or the Collateral Agent affected thereby, consent to a departure as applicable, and (b) Schedules 3.04, 3.05, 3.16, 6.01, 6.02(a), 6.04, 6.07 and 9.01 may be updated as expressly provided for in this Agreement. Each Lender shall be bound by any Grantor from waiver, amendment or modification authorized by this Section 9.08 and any covenant consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Grantor set forth herein Lender. (c) Without the consent of any Lender, the Loan Parties and the Administrative Agent and the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification, supplement or waiver of any Loan Document, or enter into any new agreement or instrument, to: (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (ii) include holders of Other First Liens or (to the extent necessary or advisable under applicable local law) Junior Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt or Indebtedness permitted to be secured by Xxxxxx Xxxxx and to give effect to any Intercreditor Agreement associated therewith, or (iii) as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations 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 and other obligations in respect thereof and (ii) to include appropriately the holders of such departure is extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders, and for purposes of the relevant provisions of Section 2.18(b). (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Other Term Loan Commitments and Other Term Loans in a manner consistent with Sections 2.21, 2.22 and 2.23 as may be necessary to establish such Other Term Loan Commitments and Other Term Loans as a separate Class or tranche from the authority existing Term Facility Commitments or Term Loans, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the Second related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Notes Collateral Agent set forth in the definition Debt or (C) to cure any ambiguity, omission, error, typographical error, defect or inconsistency. (f) Each of the term parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Collateral Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and Guarantee Requirementeach such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” in of any Lender on the IndentureApplicable Date is the ratio of (1) the sum of such Xxxxxx’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Administrative Agent of any kind in exercising any power, right or remedy hereunder and no course of dealing between any Guarantor on the one hand the and Administrative Agent or any holder of any Note on the other Secured Party in exercising any right or power hereunder or under any other Notes Document hand shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such power, right or powerremedy hereunder, under any other Loan Document or under any Hedging Document, or any abandonment or discontinuance of steps to enforce such a power, right or powerremedy, preclude any other or further exercise thereof or the exercise of any other power, right or powerremedy. The rights and remedies of the Second Lien Notes Collateral Administrative Agent hereunder and of the Secured Parties hereunder and under the other Notes Loan Documents and the Hedging Documents, as applicable, are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 6.02below, and then such waiver or and consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Guarantor in any case shall entitle any Note Party such Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by the Controlling Party and the Grantor or Grantors between each Guarantor with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of relates and the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)Administrative Agent, with the prior written consent of the Controlling Party or Required Lenders (except as otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth provided in the definition of the term “Collateral Amended and Guarantee Requirement” in the IndentureRestated Credit Agreement).

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Mortgagee or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Document Credit Documents shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the Mortgagee or any other Secured Parties Party hereunder and under the other Notes Credit Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement Mortgage or consent to any departure by any Note Party Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.028.5, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Mortgagor in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Mortgagee and the Grantor or Grantors with respect to which such waiver, amendment or modification is to applyMortgagor, subject to any consent required in accordance with Section 9.02 10.08 of the Indenture; Credit Agreement and except as otherwise provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition Intercreditor Agreements. Mortgagee may conclusively rely on a certificate of the term “Collateral and Guarantee Requirement” in the Indenturean officer of Mortgagor as to whether any amendment contemplated by this Section 8.5(b) is permitted.

Waivers; Amendment. (a) No failure or delay by any Agent, the Second Lien Notes Collateral Agent Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Second Lien Notes Collateral Agent Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0210.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Borrower or any Note other Loan Party in any case shall entitle Borrower or any Note other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.16(c) and Section 10.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Grantor Loan Party or Grantors Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or extension of the expiry date of the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)); (iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby; (iv) change Section 2.14(b) or (c) or Section 8.04 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) release all or substantially all of the Subsidiary Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (vii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (viii) change any provisions of any Loan Document in a manner that by its terms adversely and directly affects the rights in respect of payments due to Lenders holding Loans of any Class materially differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each directly affected Class; (ix) change the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(g) or change the application of prepayments of Term Loans set forth in Section 2.10(g) in each case without the consent of the Required Lenders and Term Loan Lenders holding more than 50% of the principal amount of the outstanding Term Loans; (x) change Section 10.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; (xi) subordinate the Obligations under the Loan Documents to any other Indebtedness; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, (2) any waiver, amendment or modification of this Agreement that by its terms directly affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders), or the Term Loan Lenders (but not the Revolving Lenders) or the Lenders holding any Class of Incremental Commitments (but not the other Term Loan Lenders or Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.02 if such Class of Lenders were the only Class of Lenders hereunder at the time and (3) any waiver, amendment or modification of this Agreement that by its terms results in (at the time of such waiver, amendment or modification is or any time thereafter) Borrower satisfying any condition to applya Revolving Borrowing contained in Section 4.02 hereof (which, subject to any but for such waiver, amendment or modification would not otherwise be satisfied) may not be effected without the consent required in accordance with Section 9.02 of the Indenture; Required Revolving Lenders. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided that for therein shall terminate upon the Second Lien Notes effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.16(b) is complied with. (c) Without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (but shall not in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, (i) this Agreement may be obligated to), amended (or amended and restated) with the written consent of the Controlling Party Required Lenders, the Administrative Agent and Borrower (1) to add one or otherwise 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 Revolving Loans and the accrued interest and fees in respect thereof and (2) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) Borrower and the Administrative Agent may enter into amendments to this Agreement and the other Loan Documents in accordance with the provisions of Section 4.14(c) of the Indenture2.19 and/or Section 2.20, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indentureas applicable.

Waivers; Amendment. (a) No failure or delay by of the Second Lien Notes Collateral Agent Administrative Agent, any Lender or any other Secured Party Issuer in exercising any power or right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Administrative Agent, the Lenders and the Secured Parties Issuers hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties which they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02below, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of any Loan Document, the making of a Loan or the Issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Party Holdings or the Borrower in any case shall entitle any Note Party Holdings or the Borrower to any other further notice or further shall entitle Holdings or the Borrower to notice or demand in similar or other circumstances. (b) Neither Except as provided in Sections 2.21 and 9.08(c), none of this Agreement nor Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower, the Administrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent and the Grantor Loan Party or Grantors Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall: (i) decrease the principal amount of any Loan or Reimbursement Obligation, reduce the rate of interest thereon (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.08 (“Default Interest”), which shall only require the consent of the Required Lenders) or reduce any fees payable hereunder (in each case, other than as a result of any change in the definition of the term “Leverage Ratio” or in any component thereof), extend the maturity of any principal payment date, any required date for the reimbursement of any Reimbursement Obligation or any date for the payment of any interest or any fees payable hereunder, or waive or excuse any such payment or any part thereof, or postpone the scheduled date of expiration of any Commitment or Letter of Credit Commitment, without the prior written consent of each Lender affected thereby, (ii) increase or reduce (in a non-pro rata manner) the Commitment of any Lender without the prior written consent of such Lender, (iii) release the Borrower from its obligations to repay the principal amount of any Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof) without the prior written consent of such Lender, (iv) amend or modify (A) the provisions of Section 2.10(c), Section 2.15 (“Pro Rata Treatment”) or Section 2.16 (“Sharing of Setoffs”) in a manner that would alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby or (B) the provisions of this Section or the definitions of “Required Lenders” or “Ratable Portion” (or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or otherwise modify any rights thereunder or make any determination or grant any consent thereunder), without the prior written consent of each Lender, (v) amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, (vi) amend, modify or otherwise affect the rights or duties of an Issuer under Section 2.22 (including an Issuer’s Letter of Credit Commitment), or otherwise amend, modify or waive any provisions of Section 2.19 or 9.04(b)(i) affecting such Issuer’s right to consent to any allocations or assignments thereof without the prior written consent of such Issuer, (vii) other than as permitted under the Loan Documents (including any release by the Administrative Agent in connection with any sale or other disposition of any Subsidiary upon the exercise of remedies under the Security Documents), release the Guarantee of Holdings or all or substantially all of the value of the Guarantees provided by the Subsidiary Loan Parties (including, in each case, by limiting liability in respect thereof) created under the Security Documents, in each case without the written consent of each Lender, it being understood and agreed that an amendment or other modification of the type of obligations guaranteed under the Collateral Agreement or any other Security Document shall not be deemed to be a release or limitation of any Guarantee) or (viii) other than as permitted under the Loan Documents (including any release by the Administrative Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Security Documents), release all or substantially all the Collateral from the Liens of or under the Security Documents without the written consent of each Lender , it being understood and agreed that an amendment or other modification of the type of obligations secured by the Security Documents shall not be deemed to be a release of the Collateral from the Liens of or under the Security Documents). Notwithstanding the foregoing, (i) no consent with respect to which any waiver, amendment or other modification of this Agreement or any other Loan Document of the type referred to in the first proviso of this paragraph shall be required of any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such waiver, amendment or other modification is becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such waiver, amendment or other modification, (ii) if the Administrative Agent and the Borrower, acting together, identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to applyamend, subject modify, or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement or such other Loan Document, as the case may be, so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or (y) if affected by such amendment, any Issuer stating that it objects to such amendment; (iii) the Borrower and the Administrative Agent may, without the input or consent of the other Lenders effect changes to any consent required Mortgage as may be necessary or appropriate in accordance with Section 9.02 the opinion of the Indenture; provided Administrative Agent, so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Second Lien Notes Collateral Required Lenders object to such amendment or (y) if affected by such amendment, any Issuer stating that it objects to such amendment; (iv) the Security Documents executed by Holdings, the Borrower or any Restricted Subsidiaries in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may (but shall not be obligated to)be, together with this Agreement, amended and waived with the consent of the Controlling Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects, or (iii) to cause the Security Documents to be consistent with this Agreement and the other Loan Documents (including by adding additional parties as contemplated herein or therein), so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or (y) if affected by such amendment, any Issuer stating that it objects to such amendment; (v) the Borrower and the Administrative Agent may, without the input or consent of the other Lenders, add any Restricted Subsidiary as a Loan Party under the Loan Documents; and (vi) this Agreement may be amended to provide for the extension of the Maturity Date as provided in Section 2.21, without any additional consents. (c) In connection with any proposed amendment, modification, waiver or otherwise termination (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 4.14(c9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the IndentureAdministrative Agent and each Issuer, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b), (iv) such assignment does not conflict with applicable law and (v) the assignee shall have given its consent to such Proposed Change and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, such Proposed Change can be effected. (d) Notwithstanding anything herein to the contrary, the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Grantor Loan Party from any covenant of such Grantor Loan Party set forth herein in this Agreement, the Collateral Agreement or any other Security Document to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement”. (e) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute waivers, amendments or other modifications on behalf of such Lender. Any waiver, consent, amendment or modification authorized by this Section, shall be binding upon each Person that is at the time thereof a Lender or Issuer and each Person that subsequently becomes a Lender or Issuer. (f) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” in will automatically be deemed modified accordingly for the Indentureduration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Administrative Agent or any other Secured Guaranteed Party in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Guaranteed Parties and the Secured Parties Administrative Agent hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Tranche A Loan, a Tranche B Loan, or the issuance of any support under the EDC Facility shall not be construed as a waiver of any breach of, or default under, this Agreement, any other Loan Document or the EDC Facility, regardless of whether the Administrative Agent or any Guaranteed Party may have had notice or knowledge of such breach or default at the time. No notice or demand on any Note Party Obligor in any case shall entitle any Note Party Obligor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Administrative Agent, the Required Lenders, the Borrower and the Grantor or Grantors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenture.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Indenture Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the any other Secured Parties Party hereunder and under the other Notes Indenture Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Agent and the Grantor Pledgor or Grantors Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02(a) of the Notes Indenture and any equivalent provision in each applicable Other Second Lien Agreement and, by each other Authorized Representative to the extent required by (and in accordance with) such applicable Other Second Lien Agreement, or, in each case, as otherwise provided in the Notes Indenture or the Second Lien Intercreditor Agreement. (c) For the purpose of Section 7.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents and a certificate signed by an Officer of the Issuer, provided by the Notes Trustee, as to the receipt of valid consents from the holders of at least a majority in aggregate principal amount of all outstanding Second Lien Notes to amend this Agreement (or two-thirds in aggregate principal amount of all outstanding Second Lien Notes if required by Section 9.02 of the Indenture; provided ), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Second Lien Notes Collateral Issuers desire that this Agreement be amended as provided in Section 7.09(b) above, the Issuers shall deliver to the Agent may a certificate signed by an Officer of the Issuers stating that the amendment of this Agreement is permitted pursuant to Section 7.09(b) above. If requested by the Agent (but although the Agent shall not be obligated tohave no obligation to make any such request), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor Issuers shall furnish appropriate legal opinions (from any covenant of such Grantor set forth herein counsel reasonably acceptable to the extent such departure is consistent with Agent) to the authority of the Second Lien Notes Collateral Agent effect set forth in the definition immediately preceding sentence. Such officers’ certificate and legal opinion will contain the statements required by Section 9.06 of the term “Collateral Indenture. If requested by the Agent (although the Agent shall have no obligation to make any such request), the Issuers shall furnish to the Agent copies of officers’ certificates and Guarantee Requirement” legal opinions delivered to the Notes Trustee in connection with any amendment to the Notes Indenture affecting the operation of this Section 7.09. The Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions. (d) Notwithstanding anything to the contrary contained herein, the First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Release Date for the perfection of security interests in the Indentureassets of the Pledgors on such date) where it reasonably determines, in consultation with CGPH, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Notes Indenture Documents.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Agent, any other Agent, any L/C Issuer or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Collateral Agent Agent, any other Agent, the L/C Issuers and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative cumula- tive and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Guaranty Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.024.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Note Guaranty Party in any case shall entitle any Note Guaranty Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Guaranty Party or Grantors Guaranty Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 10.01 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Agreement Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the other Secured Parties hereunder and under the other Notes Credit Agreement Documents are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02SECTION 5.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Note Party Pledgor in any case shall entitle any Note Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than as provided in SECTION 5.15 and SECTION 5.16) except pursuant to an agreement or agreements as provided in writing entered into by the Controlling Party and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 SECTION 9.08 of the Indenture; provided that the Second Lien Notes Credit Agreement. The Collateral Agent may (but shall not be obligated to), with the consent conclusively rely on a certificate of an officer of the Controlling Party or otherwise in accordance with Section 4.14(cParent Borrower as to whether any amendment contemplated by this SECTION 5.09(b) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Indenturepermitted.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Administrative Agent, the Collateral Agent or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights and remedies of the Second Lien Notes Administrative Agent, the Collateral Agent and the other Secured Parties hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, no extension of credit by any Secured Party under the Credit Agreement or otherwise shall be construed as a waiver of any default hereunder, regardless of whether the Administrative Agent, the Collateral Agent or any other Secured Party may have had notice or knowledge of such default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note such Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Collateral Agent and the Grantor Loan Party or Grantors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent of the Controlling Party or otherwise in accordance with Section 4.14(c) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureCredit Agreement.

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Agent, the Co-Collateral Agent Agents, the Issuing Bank or any other Secured Party Lender in exercising any right or power hereunder or under any other Notes Loan Document shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Second Lien Notes Agent, the Co-Collateral Agent Agents, the Issuing Bank and the Secured Parties Lenders hereunder and under the other Notes Loan Documents are cumulative and are not exclusive of any rights or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Note Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.0211.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Agent, the Co-Collateral Agents, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Note Loan Party in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.15(c) and Sections 11.02(c) and 11.02(d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Controlling Party Loan Parties and the Grantor Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or Grantors agreements in writing entered into by the Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that, no such agreement shall: (i) increase or extend the expiry date of the Revolving Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, amendment covenant or modification is to applyDefault (or any definition used, subject to any consent required respectively, therein) shall constitute an increase in accordance with Section 9.02 or an extension of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to), with the consent expiry date of the Controlling Party Revolving Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or otherwise in accordance with Section 4.14(c) premium, if any, of any Loan or LC Disbursement or reduce the Indenture, consent to a departure by rate of interest thereon (other than waiver of any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Second Lien Notes Collateral Agent set forth increase in the definition rate of the term “Collateral and Guarantee Requirement” in the Indenture.interest pursuant to Section

Waivers; Amendment. (a) No failure or delay by the Second Lien Notes Collateral Agent Mortgagee or any other Secured Party in exercising any right right, power or power remedy hereunder or under any other Notes Credit Agreement Document or Other First Lien Agreement shall operate as a waiver thereof thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such Table of Contents a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Second Lien Notes Collateral Agent and the Mortgagee or any other Secured Parties Party hereunder and under the other Notes Credit Agreement Documents and any Other First Lien Agreement are cumulative and are not exclusive of any rights rights, powers or remedies that the Second Lien Notes Collateral Agent or the other Secured Parties they would otherwise have. No waiver of any provision of this Agreement Mortgage or consent to any departure by any Note Party Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.027.5, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Note Party Mortgagor in any case shall entitle any Note Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Controlling Party Mortgagee and the Grantor or Grantors with respect to which such waiver, amendment or modification is to applyMortgagor, subject to any consent required in accordance with Section 9.02 9.08 of the Indenture; provided that the Second Lien Notes Collateral Agent may (but shall not be obligated to)Credit Agreement, with and the consent of each other Authorized Representative (as defined in the Controlling Party or otherwise in accordance with Section 4.14(cCollateral Agreement) of the Indenture, consent to a departure by any Grantor from any covenant of such Grantor set forth herein if and to the extent required by (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in the Intercreditor Agreements. Mortgagee may conclusively rely on a certificate of an officer of Mortgagor as to whether any amendment contemplated by this Section 7.5(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, Mortgagee may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the date hereof for the perfection of security interests in the assets of Mortgagor on such departure is consistent date) where it reasonably determines, in consultation with the authority Borrower, that perfection or obtaining of such items cannot be accomplished by the Second time or times at which it would otherwise be required by this Mortgage, the other Credit Agreement Documents or any Other First Lien Notes Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the IndentureAgreement.