Common use of Waivers, Amendments, Etc Clause in Contracts

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: : (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; ; (b) modify this Section SECTION 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders"REQUIRED LENDERS", increase reduce any Term Loan Commitment Amount or fees described in ARTICLE III, change the Term Loan Percentage schedule of any Term Loan Lenderreductions to the Commitments provided for in SECTION 2.3, release all or substantially all of the Term Loan Collateral (any collateral security except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) Document or extend the Term Loan Commitment Termination Maturity Date, shall be made without the consent of each Term Loan Lender affected thereby; Lender; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing Lender which made such Term Loan; ; or (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 shall be made without the consent of each Term Loan such Agent; PROVIDED, FURTHER, that no such amendment, modification or waiver which would either increase any Commitment, Commitment Amount or the Percentage of any Lender, or modify the rights, duties or obligations of any Agent, shall be effective without the consent of such Lender or Assignee Term such Agent, as applicable. No failure or delay on the part of the Agent or any Lender in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which wouldshall: (a) modify any requirement hereunder that any particular action be taken by this SECTION 11.1 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all increase the aggregate amount of any Loans or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement TLCs required to be made or applicable Term Loan Security Document) or purchased by a Lender pursuant to its Commitments, extend the Term Loan final Commitment Termination Date, shall be Date of Credit Extensions made (or participated in) by a -108- Lender or reduce any fees described in ARTICLE III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forfinal Stated Maturity Date for any Lender's Loan or TLC, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanLender's Loan or TLC or extend the date on which scheduled payments of principal, or payments of interest or fees are payable in respect of any Lender's Loans or TLCs, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to SECTION 9.2 and SECTION 9.3 of amounts owing with respect to the Loans, TLCs and other Obligations shall only require the vote of the Required Lenders); (d) reduce the percentage set forth in the definition of "Required Lenders" or any requirement hereunder that any particular action be made taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit or extend the Stated Expiry Date of any Letter of Credit to a date which is subsequent to the Revolving Loan Commitment Termination Date, in each case, unless consented to by the Issuer of such Letter of Credit; (f) except as otherwise expressly provided in this Agreement or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty other than in connection with a Disposition of all or substantially all of the Capital Securities of such Guarantor in a transaction permitted by SECTION 7.2.9 as in effect from time to time or (ii) all or substantially all of the collateral under the Loan Documents, in either case without the consent of all Lenders; (g) change any of the terms of CLAUSE (C) of SECTION 2.1.4 or SECTION 2.3.2 without the consent of the holder of the Term Note evidencing such Term Loan;Swingline Lender; or (dh) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Syndication Agent (in its capacity as the Syndication Agent) or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such the Administrative Agent, the Collateral Syndication Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify the Syndication Agent, any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the consent of each Term Administrative Agent, the Syndication Agent, any Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and and, (x) in the case of an amendment or modification, is consented to by the Borrower Issuer and each Obligor party thereto the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required Term Loan LendersHolders; provided, however, that no such amendment, modification or waiver which wouldof the following shall be effective unless: (ai) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders Noteholders or by the Required Term Loan Lenders shall be effective unless Holders; (ii) consented to by each Term Loan Lender; (b) Noteholder, if such amendment, modification or waiver would modify this Section 10.1, or clause (i) of Section 10.109.1, change the definition of "Required Term Loan Lenders, increase Holders," or subject any Term Loan Commitment Amount or the Term Loan Percentage of Noteholder to any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyadditional obligations; (ciii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount or application of, any scheduled repayment payment or prepayment of principal of or interest on any Term Loan the Notes (or reduce the principal amount of or rate of interest on the Notes); (iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Term LoanGuarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof; (v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or (vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes. (b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be made without the consent of the holder of the Term Note evidencing revived and continued in full force and effect as if such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;payment had not been made.

Waivers, Amendments, Etc. The provisions of (a) Except for (i) updates, modifications and other supplements to the schedules to this Agreement and of each or any other Term Loan Document may Documents made by the Borrowers from time to time by delivering a replacement schedule to the Administrative Agent and (ii) actions expressly permitted to be amendedtaken by the Administrative Agent pursuant to the terms of the Loan Documents, modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by Holdings, the Borrowers or any of their Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and consented to signed by the Borrower Administrative Agent, Holdings, the Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided. Except as set forth in clause (b) below, howeverall such amendments, that no such amendmentmodifications, modification terminations or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all waivers requiring the Term Loan consent of the Lenders or by shall only require the written consent of the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender;Lenders. (b) modify Notwithstanding clause (a), no amendment, modification, termination or waiver of this Section 10.1Agreement or any other Loan Document shall, or clause unless in writing and signed by the Administrative Agent, each affected L/C Issuer and each Lender directly affected thereby: (i) of Section 10.10, change increase the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or change the Term Loan Percentage of any Term affected Lender; (ii) reduce the principal of, rate of interest on, or fees payable with respect to any Loan or Letter of Credit Outstandings of any affected Lender, release all or substantially all of the Term Loan Collateral ; (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby; (ciii) extend the due date for, or reduce the amount or application of, any scheduled repayment payment or prepayment under clause (a), (b), (c), or (e) of Section 3.1.2 of principal of or interest on any Term Loan or Reimbursement Obligation of any affected Lender; (iv) extend the due date for, or reduce the principal amount of or rate of, any scheduled payment of interest on (other than any Term Loanwaiver of any increase in the interest rate pursuant to Section 3.2.2, which, for the avoidance of doubt, will be governed by clause (a)) or fees as to any affected Lender; (v) release all or substantially all of the Collateral (which action shall be made without deemed to affect all the consent Lenders); (vi) release all or substantially all Loan Parties from their guarantee obligations under any Loan Document except as specifically provided for in the Loan Documents (which action shall be deemed to affect all the Lenders); (vii) alter in any manner the pro rata sharing of payments required hereunder (which action shall be deemed to affect all the Lenders) or the term “Pro Rata”; (viii) amend or waive this Section or the definition of the holder “Required Lenders” or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document (which action shall be deemed to affect all the Lenders); (ix) change Section 8.6 (which shall be deemed to affect all the Lenders); or (x) postpone the scheduled date of expiration of any Commitment of any affected Lender. Furthermore, no amendment, modification, termination or waiver affecting the rights or duties of the Term Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any Administrative Agent, the Collateral Agent Swing Line Lender or any L/C Issuer under this Agreement or any other Loan Document shall be effective unless in writing and signed by the Arranger (in its capacity as Administrative Agent, the Collateral Agent Swing Line Lender or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerL/C Issuer, as the case may be;, in addition to Lenders required hereinabove to take such action. (ec) amendNo failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, modify nor shall any single or waive partial exercise of any such power or right preclude any other or further exercise thereof or the provisions exercise of clause any other power or right. No notice to or demand on Holdings or the Borrowers in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. The remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law. (d) In addition, notwithstanding anything to the contrary contained in this Section 10.1 or any other Loan Document, (a) if the Administrative Agent and the Borrowers have jointly identified an obvious error or any error or omission of Section 3.1.1 a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision; and (b) guarantees, collateral security documents and related documents executed by Holdings or any Subsidiary in connection with this Agreement may be in a form reasonably determined by the penultimate paragraph of Section 7.2.12 Administrative Agent and may be amended, supplemented or waived without the consent of each Term any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Lender or Assignee Term Loan Lender;Documents.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Rate Protection Agreements, Letters of Credit or the Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Company and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, provided that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.7 or Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender (provided that the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2); (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (e) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10, change the definition of Required Term Borrowers from their Obligations under the Loan Lenders, increase Documents or any Term Loan Commitment Amount Guarantor from its obligations under a Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (cg) extend amend, modify or waive after the due date forClosing Date any condition precedent set forth in Section 5.2 (or any Default to the extent such amendment, waiver or reduce other modification would enable the amount or application of, any scheduled repayment or prepayment Borrowers to satisfy clause (b) of principal of or interest on any Term Loan or reduce Section 5.2.1) unless consented to by the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan;Required Revolving Lenders; or (dh) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as such Agent), the Collateral Agent any Issuer (in its capacity as Issuer), or the Arranger), Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by such Agent, the Collateral Agent or the ArrangerPerson, as the case may be; (e) amend. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without the consent of each Term any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Rate Protection Agreements, Letters of Credit or a Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers, Holdings and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, provided that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.7, Section 4.8 (as each relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan or Synthetic Deposit, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce (other than by way of (and to the extent of) payment in cash) the principal amount of or reduce the rate of interest on any Lender's Loan, reduce any fees or prepayment premium described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each case without the consent of such Lender (provided that the vote of Required Lenders shall be 103 (i) waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2 and (ii) amend the definition of "Applicable Margin" following the withdrawal by S&P and Xxxxx'x of an Applicable Rating); (d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by (i) all Lenders without the Term Loan consent of all Lenders or by (ii) any specific Lender without the Required Term Loan Lenders shall be effective consent of such Lender; (e) increase the Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) any Borrower from its Obligations under the Loan Documents, (ii) Holdings or any other Guarantor (other than an Immaterial Subsidiary) from its obligations under a guaranty of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount Obligations or the Term Loan Percentage of any Term Loan Lender, release (iii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent any Issuer (in its capacity as Issuer), or the Arranger), Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Any term or provision of this Section 7.2.12 11.1 to the contrary notwithstanding, if the Administrative Agent, Holdings and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent, Holdings and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without the any further action or consent of each Term any other party to any Loan Lender or Assignee Term Loan Lender;Document.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Cash Management Obligations and the Fee Letter (which may be amended or otherwise modified in accordance with the terms thereof)) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no other such amendment, modification or waiver which wouldshall: (a) modify this Section or change or waive any provision of Section 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Loan Commitment Termination Date or extend the Final Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender; (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderconsent of all Lenders; (be) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10, change the definition of Required Term Borrower from its Obligations under the Loan Lenders, increase Documents or any Term Loan Commitment Amount Guarantor from its obligations under a Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent or the Arranger), unless consented to by such the Administrative Agent. Any Intercreditor Agreement may be amended, modified or waived by the Collateral Administrative Agent or at the Arrangerdirection of the Required Lenders, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without and the consent of each Term the Borrower or any Guarantor shall be required only to the extent required in such Intercreditor Agreement. No failure or delay on the part of any Credit Party in exercising any power or right under any Loan Lender Document shall operate as a waiver thereof, nor shall any single or Assignee Term partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Credit Party under any Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Rate Protection Agreements, Letters of Credit or a Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers, Holdings and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, provided that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.7, Section 4.8 (as each relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan or Synthetic Deposit, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce (other than by way of (and to the extent of) payment in cash) the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees or prepayment premium described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender (provided that the vote of Required Lenders shall be sufficient to (i) waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2 and (ii) amend the definition of “Applicable Margin” following the withdrawal by S&P and Xxxxx’x of an Applicable Rating); (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by (i) all Lenders without the Term Loan consent of all Lenders or by (ii) any specific Lender without the Required Term Loan Lenders shall be effective consent of such Lender; (e) increase the Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) any Borrower from its Obligations under the Loan Documents, (ii) Holdings or any other Guarantor (other than an Immaterial Subsidiary) from its obligations under a guaranty of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount Obligations or the Term Loan Percentage of any Term Loan Lender, release (iii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent any Issuer (in its capacity as Issuer), or the Arranger), Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Any term or provision of this Section 7.2.12 11.1 to the contrary notwithstanding, if the Administrative Agent, Holdings and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent, Holdings and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without the any further action or consent of each Term any other party to any Loan Lender or Assignee Term Loan Lender;Document.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Company and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.111.1, or clause (i) of Section 10.1011.10, change the definition definitions of "Required Term Loan Lenders" or "Total Exposure Amount", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderLender (other than pursuant to Section 2.5 or clause (h) of Section 2.1.2), reduce any fees described in Section 3.3 (other than the administration fee referred to in Section 3.3.2), release any material Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, if any, release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty, a Security Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on or fees payable in respect of any Term LoanLoan or any Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), shall be made without the consent of the holder Lender which has made such Loan or, in the case of a Reimbursement Obligation, the Term Note evidencing Issuer owed, and those Lenders participating in, such Term LoanReimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer or the Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Arranger), shall be made unless consented to by such Agent, the Collateral Agent Issuer or the Arranger, as the case may be; (e) have the effect (either immediately or at some later time) of enabling any Borrower to satisfy a condition precedent to the making of a Revolving Loan or the issuance of a Letter of Credit, shall be made without the consent of Lenders holding at least 51% of the Revolving Loan Commitments; or (f) amend, modify or waive the provisions of clause (da)(i) of Section 3.1.1 or the penultimate paragraph clause (b) of Section 7.2.12 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the rights of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, shall be made without the consent of each Term the holders of at least 51% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such amendment, modification or waiver, or, in the case of an amendment, modification or waiver affecting any Tranche or Tranches of Revolving Credit Commitments, the Lenders holding at least 51% of the Revolving Loan Commitments in respect of such Tranche or Tranches. No failure or delay on the part of any Agent, any Issuer or any Lender in exercising any power or Assignee Term right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Rate Protection Agreements, Letters of Credit or a Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; providedprovided that, however, that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2); (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (e) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10, change any Borrower from its Obligations under the definition of Required Term Loan Lenders, increase Documents or any Term Loan Commitment Amount Guarantor from its obligations under a Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent any Issuer (in its capacity as Issuer), or the Arranger), Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without the consent of each Term any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (ia) of Section 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, release any material Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty, a Security Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Term Loan, ) or any Reimbursement Obligation (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor) shall be made without the consent of the holder of the Term Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer, Arranger or the Arranger Swing Line Lender (in its capacity as Agent, the Collateral Agent Issuer, Arranger or the ArrangerSwing Line Lender), unless consented to by such Agent, the Collateral Agent Issuer, Arranger or the ArrangerSwing Line Lender, as the case may be; (ei) amendchange the definition of "Borrowing Base Amount", modify "Eligible Account" or waive "Net Asset Value" (in each case if the provisions effect of clause such change would be to require a Lender to make or participate in a Credit Extension in an amount that is greater than such Lender would have had to make or participate in immediately prior to such change) or (dii) have the effect (either immediately or at some later time) of Section 3.1.1 enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or the penultimate paragraph issuance of Section 7.2.12 a Letter of Credit without the consent of each Term Lenders holding at least 51% of the Revolving Loan Lender or Assignee Term Loan Lender;Commitments; or

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) extend any Commitment Termination Date, or modify any requirement hereunder that any particular action be taken by this Section 11.1 or Section 4.8 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender’s Percentage of any Term Loan LenderCommitment Amount, release all or substantially all increase the aggregate amount of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due Stated Maturity Date or the scheduled payment date forfor any principal installment of any Lender’s Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanLender’s Loan or extend the date on which interest or fees are payable in respect of such Lender’s Loans, shall be made in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 9.2 and Section 9.3 of amounts owing with respect to the holder Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders); (d) change the definition of “Required Lenders” or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; (f) release (i) any Guarantor which is a Significant Subsidiary from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, in either case without the consent of all Lenders except as expressly provided herein or therein; (g) change any of the terms of clause (d) of Section 2.4 or Section 2.8 without the consent of Wachovia; or (h) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, 10.1 or clause (ia) of Section 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except pursuant to a disposition of such Subsidiary Guarantor in accordance with clause (b) of Section 7.2.9), release the Parent from its obligations under the Parent Guaranty or release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) or extend the Term Loan any Commitment Termination Date, shall be made without the consent of each Term Loan Lender adversely affected thereby and each holder of a Note adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, Reimbursement Obligations shall be made without the consent of the holder of the Term that Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer or the Lead Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Lead Arranger), unless consented to by such Agent, the Collateral Agent Issuer or the Lead Arranger, as the case may be;; or (e) amend, modify or waive the provisions of clause (da)(i) of Section 3.1.1 or the penultimate paragraph clause (b) of Section 7.2.12 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the rights of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of each the holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitment Amount or the Delayed Term Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments or the Delayed Term Loan Commitments, as applicable. No failure or delay on the part of any Agent, the Issuer, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. For purposes of this Section 10.1, the Syndication Agent, in coordination with the Administrative Agent, shall have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any amendment, modification or waiver of this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrower, the Parent and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender's Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each case without the consent of such Lender; (d) amend, modify or waive the provisions of clause (e), (f), (g) or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, in any case in such a manner as to adversely affect the rights of the Lenders participating in any particular Tranche differently from the rights of Lenders participating in any other Tranche without the consent of the Lenders holding more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches adversely affected by such amendment, modification or waiver; (e) reduce the amount or extend the date of any mandatory Commitment reductions otherwise required pursuant to Section 2.2.2, in each case without the consent of all Lenders; (f) reduce the percentage set forth in the definition of "Required Lenders", or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (g) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bh) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10the Borrower from its Obligations under the Loan Documents, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount Parent from its obligations under this Agreement or the Term Loan Percentage of Parent Pledge Agreement, or any Term Loan Lender, release Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (di) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent ) or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without the consent any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. All rights and remedies provided for in this Agreement are cumulative, and not exclusive of each Term rights and remedies provided by law. No waiver or approval by any Secured Party under any Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderwithout the consent of all Lenders; (b) modify this Section 10.1, or clause (i) of Section 10.1012.1, change the definition of "Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender", release all or substantially all of the Term Loan any Collateral (except in each case as otherwise specifically provided in this Agreement any Loan Document), change the amount or applicable Term Loan Security Document) the date of payment of the Commitment Fee or the Letter of Credit Fee or extend the Term Loan Commitment Termination Date, shall be made Date without the consent of each Term Loan Lender affected therebyall Lenders; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan Scheduled Maturity Date (or reduce the principal amount of or rate of interest on any Term LoanLoan or Reimbursement Obligation, shall be made or postpone the date of payment of interest on any Loan or Reimbursement Obligation) without the consent of the holder Lender making such Loan (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 9.2.2 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders and any vote to rescind any acceleration made pursuant to Section 9.2.1 of amounts owing with respect to the Loans and other Obligations shall require the consent of all Lenders); (d) increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender; (e) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent without consent of the Administrative Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (ef) amendaffect adversely the interests, modify rights or waive obligations of the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 Swingline Bank in its capacity as Swingline Bank without the consent of each Term the Swingline Bank; or (g) affect adversely the interests, rights or obligations of the Issuer in its capacity as Issuer without the consent of the Issuer. No failure or delay on the part of the Administrative Agent, the Swingline Bank, the Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Swingline Bank, the Issuer or any Lender under this Agreement or Assignee Term any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Letters of Credit, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Account Party and each Obligor party thereto and by the Required Term Loan Lenders; providedprovided that, however, that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.3, Section 4.4 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made or risk participated in by a Lender hereunder, or extend the final Commitment Termination Date of Credit Extensions made (or risk participated in) by a Lender, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to any Obligations shall only require the vote of the Required Lenders); (c) reduce (by way of forgiveness), the amount of or reduce the rate of interest on any amounts due hereunder, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in connection herewith, in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.1); (d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (e) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bf) modify this Section 10.1release the Account Party from its Obligations under the Loan Documents, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent ) or the ArrangerIssuer (in its capacity as Issuer), unless consented to by such Agent, the Collateral Administrative Agent or the ArrangerIssuer, as the case may be; (e) amend. No failure or delay on the part of any Credit Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Account Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Credit Party under any Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document Security Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section 10.1, change or waive any provision of Section 4.7 regarding the application of payments made under the Loan Documents, or change or waive any provision of Section 3.1.2 or Section 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders; (b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan or Synthetic Revolving Deposit, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which principal, interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender; (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderconsent of all Lenders; (be) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10the Borrowers from their Obligations under the Loan Documents, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral Documents or (except iii) other than as provided in Section 9.12, any Material Guarantor from its obligations made under its Guaranty, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (df) affect adversely the interests, rights or obligations of any Agent, the Collateral either Agent or the Arranger (in its capacity as an Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be;; or (eg) amendmodify, modify change or waive the provisions any provision of clause (c), (d) or (e) of Section 3.1.1 requiring that the proceeds of prepayments thereunder are required to be applied to the Term Loans prior to the Revolving Loans or the penultimate paragraph of Section 7.2.12 Synthetic Revolving Loans, in each case, without the consent of each Lender holding a Term Loan Loan. No failure or delay on the part of any Lender or Assignee Term either Agent in exercising any power or right under any Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrowers in any case shall entitle such Borrower to any notice or demand in similar or other circumstances. No waiver or approval by any Lender or either Agent under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document (subject, in the case of any Guarantee (as such term is defined in the Restated Credit Agreement) or Collateral Document, to the terms of the Intercreditor Agreement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (ai) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall will be effective unless consented to by each Term Loan Lender; (bii) modify this Section 10.1, or clause (i) of Section 10.1011.1, change the definition of "Required Term Loan Lenders", increase any Term the Commitment Amount, the Letter of Credit Commitment Amount, the Loan Commitment Amount or (except as otherwise contemplated by this Agreement) the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided specified in this the Restated Credit Agreement or applicable Term any Loan Security Document) ), release any guarantor under any Guarantee (as defined in the Restated Credit Agreement), or extend the Term Loan any Commitment Termination Date, shall Date will be made without the consent of each Term Loan Lender affected therebyLender; (ciii) extend the due date for, or reduce the amount or application of, (A) any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Term Loan, shall ) will be made without the consent of the holder of the Term that Note evidencing such Term Loan, or (B) any Reimbursement Obligation will be made without the consent of the Lender to whom such Reimbursement Obligation is owed; (div) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (Fronting Bank in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 Fronting Bank will be made without the consent of each Term Loan the Fronting Bank; (v) affect adversely the interests, rights or obligations of the Administrative Agent in its capacity as the Administrative Agent will be made without consent of the Administrative Agent. (b) For purposes of clause (a) above, if any Lender which is also a lender under the Restated Credit Agreement consents to any amendment, waiver, consent or other modification of any provision of the Restated Credit Agreement, such Lender will automatically, and without requiring any notice, approval, consent or other action, be deemed to have consented to any comparable amendment, waiver, consent or other modification of the corresponding provisions of this Agreement (with such changes in interpretation as the context may require) unless such Lender will otherwise notify the Administrative Agent and the Borrower within five days of the effectiveness of the Restated Credit Agreement amendment, waiver, consent or other modification. No failure or delay on the part of the Administrative Agent, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document will operate as a waiver thereof, nor will any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case will entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or any other Loan Document will, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder will require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Transaction Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers or the applicable Loan Party and each Obligor party thereto and by the Required Term Loan Majority Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Majority Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan "Majority Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderLender other than pursuant to Section 2.1.6, reduce any fees described in Article III, change the schedule of reductions to the Commitments provided for in Section 3.1, release all or substantially all of the Term Loan Collateral (any collateral security, except in each case as otherwise specifically provided in this Agreement any Loan Document, release any Guarantor, limit any Guarantor's liability in respect of its Guaranty, or applicable Term Loan Security Document) terminate any Guaranty, or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected therebyLender, the Letter of Credit Issuer and each holder of a Note; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan Credit Extension (or reduce the principal amount of or rate of interest on any Term LoanCredit Extension), or any fees or any other amount payable hereunder or under any Loan Document or change the definition of Applicable Margin or Letter of Credit Commitment Fee shall be made without the consent of all the holder of the Term Note evidencing such Term LoanLenders; (d) postpone any date fixed under the Support Agreement for the payment of any obligation payable by Xxxx thereunder, decrease any amount payable by Xxxx under any Transaction Agreement, increase any of the obligations of any of the Borrowers under the Support Agreement, or release or otherwise diminish, impair or decrease any obligation of Xxxx under the Support Agreement; or (e) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent (as defined in Article IX) or the Arranger Letter of Credit Issuer qua the Administrative Agent (as defined in its capacity as Agent, the Collateral Agent Article IX) or the Arranger)Letter of Credit Issuer respectively shall be made without consent of the Administrative Agent (as defined in Article IX) or the Letter of Credit Issuer, as the case may be and, provided further, that no amendment, waiver or consent shall, unless consented in writing and signed by the Letter of Credit Issuer in addition to by such Agent, the Collateral Agent Majority Lenders or all the ArrangerLenders, as the case may be; (e) amend, modify affect the rights or waive duties of the provisions Letter of clause (d) Credit Issuer under this Agreement or under any Letter of Section 3.1.1 Credit Confirmation relating to any Letter of Credit issued or to be issued by it. No failure or delay on the part of the Administrative Agent, the Letter of Credit Issuer, the Collateral Agent, any Lender or the penultimate paragraph holder of Section 7.2.12 without any Note in exercising any power or right under this Agreement or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the consent exercise of each Term any other power or right. No notice to or demand on any Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Letter of Credit Issuer, the Collateral Agent, any Lender or Assignee Term Loan Lender;the holder of any Note under this Agreement or any other Transaction Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders Leaders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section SECTION 10.1, or clause (i) of Section SECTION 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in SECTION 3.3 (other than the administration fee referred to in SECTION 3.3.2), release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty, or release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement any such Subsidiary Guaranty, a Security Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on or fees payable in respect of any Term LoanLoan or any Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), shall be made without the consent of the holder of the Term Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer, Arranger or the Arranger Swing Line Lender (in its capacity as Agent, the Collateral Agent Issuer, Arranger or the ArrangerSwing Line Lender), unless consented to by such Agent, the Collateral Agent Issuer, Arranger or the ArrangerSwing Line Lender, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, 10.1 or clause (ia) of Section 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderLender (other than pursuant to Section 2.2.2), reduce any fees described in Article III, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except pursuant to a disposition of such Subsidiary Guarantor in accordance with clause (b) of Section 7.2.9) or release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) or extend the Term Loan any Commitment Termination Date, shall be made without the consent of each Term Loan Lender adversely affected thereby and each holder of a Note adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, Reimbursement Obligations shall be made without the consent of the holder of the Term that Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer or the Lead Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Lead Arranger), unless consented to by such Agent, the Collateral Agent Issuer or the Lead Arranger, as the case may be;; or (e) amend, modify or waive the provisions of clause (da)(i) of Section 3.1.1 or the penultimate paragraph clause (b) of Section 7.2.12 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the rights of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of each the holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitment Amount, the Additional Term A Loan Commitment Amount or the Additional Term B Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments, the Term A Loan Commitments or the Term B Loan Commitments, as applicable. No failure or delay on the part of any Agent, the Issuer, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. For purposes of this Section 10.1, the Syndication Agent, in coordination with the Administrative Agent, shall have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any amendment, modification or waiver of this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section SECTION 10.1, or clause CLAUSE (ia) of Section SECTION 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan the Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in ARTICLE III, if any guarantees are delivered or Capital Stock is pledged pursuant to SECTION 7.1.7, release any Subsidiary guarantor from its obligations under such guaranty or all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement Agreement, the subsidiary guaranty or applicable Term Loan Security Document) a pledge agreement), or extend the Term Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the final Stated Maturity Date of any Loan, or extend the due date for, or reduce the amount or application of, of any scheduled repayment or prepayment payment of principal of or interest on or fees payable in respect of any Term Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Term Loan), shall be made without the consent of the holder of the Term Note evidencing Lender owed such Term Loan;; or (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as Administrative Agent, the Collateral Agent or the Arranger), shall be effective unless consented to by such the Administrative Agent, . No failure or delay on the Collateral part of the Administrative Agent or the Arrangerany Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, as the case may be; (e) amend, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and and, (x) in the case of an amendment or modification, is consented to by the Borrower and each Obligor party thereto and the Required Lenders or (y) in the case of a waiver of any obligation of the Borrower or compliance with any prohibition contained in this Agreement, is consented to by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldwaiver: (ai) which would modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (bii) which would modify this Section 10.1, or clause (i) of Section 10.109.1, change the definition definitions of "Required Term Loan Lenders" or "Borrowing Base", increase any Term the Expansion Loan Commitment Amount or the Term Loan Revolving Credit Commitment Amount or change any Percentage of for any Term Loan Lender, release all or substantially all of reduce any fees payable to the Term Loan Collateral (except Lenders described in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or Article 2 and Article 3, extend the Term Expansion Loan Commitment Termination Date or the Revolving Credit Termination Date, extend the date of reduction of the Expansion Loan Commitment specified in Section 3.3.4(f), extend the expiry date of any Letter of Credit beyond the Revolving Credit Termination Date, or subject any Lender to any additional obligations shall be made without the consent of each Term Loan Lender affected therebyLender; (ciii) which would extend the due date for, or reduce the amount or application of, any scheduled repayment payment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing such Term Loan;; or (div) which would affect adversely the interests, rights rights, compensation or obligations of any the Agent qua the Agent shall be made without consent of the Agent. (b) No failure or delay on the part of the Agent, any Lender or the Collateral holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender, or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (c) Neither any Lender nor the Agent shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Borrower makes a payment or payments to the Agent or the Arranger (in its capacity as AgentLenders, or the Collateral Agent or the Arranger)Lenders enforce their security interests or exercise their rights of setoff, unless consented and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to by be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such Agentrecovery, the Collateral Agent obligation or the Arrangerpart thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as the case may be; (e) amend, modify if such payment had not been made or waive the provisions of clause (d) of Section 3.1.1 such enforcement or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;setoff had not occurred.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Revolving Credit Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the each Revolving Credit Borrower (as to this Agreement and each Obligor party thereto other Revolving Credit Document to which such Revolving Credit Borrower is a party) and by the Required Term Loan Revolving Credit Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Revolving Credit Lenders or by the Required Term Loan Revolving Credit Lenders shall be effective unless consented to by each Term Loan Revolving Credit Lender; (b) modify this Section 10.1, or clause (i) of Section 10.1011.1, change the definition of Required Term Loan Revolving Credit Lenders, increase any Term Loan Revolving Credit Commitment Amount or the Term Loan Percentage of any Term Loan Revolving Credit Lender, reduce any fees described in Article III, release all or substantially all of the Term Loan Collateral (collateral security, except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) any Revolving Credit Document or extend the Term Loan any Revolving Credit Commitment Termination Date, Date shall be made without the consent of each Term Loan Revolving Credit Lender and each holder of a Revolving Credit Note affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Revolving Credit Loan (or reduce the principal amount of or rate of interest on any Term Revolving Credit Loan) shall be made without the consent of each affected Revolving Credit Lender; (d) affect adversely the interests, rights or obligations of the Issuer qua the Issuer shall be made without the consent of the holder of the Term Note evidencing such Term LoanIssuer; (de) affect adversely the interests, rights or obligations of the Swing Line Lender qua the Swing Line Lender shall be made without the consent of the Swing Line Lender; (f) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be;; or (eg) amend, modify or waive the provisions of clause (d) of Section 3.1.1 of the Term Loan Agreement or the penultimate paragraph of Section 7.2.12 of the Term Loan Agreement without the consent of each Term Loan Revolving Credit Lender or Assignee Term Loan Revolving Credit Lender;. No failure or delay on the part of any Agent, the Collateral Agent, any Revolving Credit Lender or the holder of any Revolving Credit Note in exercising any power or right under this Agreement or any other Revolving Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Revolving Credit Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Collateral Agent, any Revolving Credit Lender or the holder of any Revolving Credit Note under this Agreement or any other Revolving Credit Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The Except as expressly otherwise set forth therein, provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans or Second Lien Deposit, in each case without the consent of such Lender; (d) (x) reduce the percentages set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (y) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made Lenders without the consent of each Term Loan Lender affected thereby; all Lenders, (cii) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment Class of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made Lenders without the consent of all Lenders of such Class, (iii) the holder of the Term Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 Required First Lien Facility Lenders without the consent of each Term Loan Lender all First Lien Facility Lenders or Assignee Term Loan Lender(iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;

Waivers, Amendments, Etc. The provisions (a) Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of the Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement and or any other Loan Document, or any consent to any departure by the Borrower or any of each other Term Loan Document may from time to time its Subsidiaries therefrom, shall in any event be amended, modified or waived, if such amendment, modification or waiver is effective unless the same shall be in writing and consented to signed by the Administrative Agent, the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided. Except as set forth in clause (b), howeverall such amendments, that no such amendmentmodifications, modification terminations or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all waivers requiring the Term Loan consent of the Lenders or by shall only require the written consent of the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender;Lenders. (b) modify Notwithstanding clause (a), no amendment, modification, termination or waiver of this Section 10.1Agreement or any other Loan Document shall, or clause unless in writing and signed by the Administrative Agent, each affected L/C Issuer and each Lender (including, as applicable, the Swing Line Lender) directly affected thereby: (i) of Section 10.10, change increase the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or change the Term Loan Percentage of any Term affected Lender; (ii) reduce the principal of, rate of interest on or fees payable with respect to any Loan or Letter of Credit Outstandings of any affected Lender, release all or substantially all of the Term Loan Collateral ; (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby; (ciii) extend the due date for, or reduce the amount or application of, any scheduled repayment payment, or prepayment under clauses (a) through (c) of Section 3.1.2, of principal of or interest on any Term Loan or Reimbursement Obligation of any affected Lender; (iv) extend the due date for, or reduce the principal amount of or rate of, any payment of interest on (other than any Term Loan, waiver of any increase in the interest rate pursuant to Section 3.2.2) or fees as to any affected Lender; (v) release all or substantially all of the Collateral (which action shall be made without deemed to affect all the consent Lenders); (vi) release any Loan Party from its guarantee obligations under any Loan Document except as specifically provided for in the Loan Documents (which action shall be deemed to affect all the Lenders); (vii) alter in any manner the pro rata sharing of payments required hereunder (which action shall be deemed to affect all the Lenders) or the definition of the holder term “Pro Rata”; (viii) amend or waive this Section 10.1 or the definition of the Term Note evidencing term “Required Lenders” insofar as such Term Loan; definition affects the substance of this Section 10.1, or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document (dwhich action shall be deemed to affect all the Lenders); (ix) change Section 8.6 (which action shall be deemed to affect adversely all the interestsLenders); or (x) postpone the scheduled date of expiration of any Commitment of any affected Lender. Furthermore, no amendment, modification, termination or waiver affecting the rights or obligations duties of any the Administrative Agent, the Collateral Agent Swing Line Lender or any L/C Issuer under this Agreement or any other Loan Document shall be effective unless in writing and signed by the Arranger (in its capacity as Administrative Agent, the Collateral Agent Swing Line Lender or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerL/C Issuer, as the case may be;, in addition to Lenders required hereinabove to take such action. (ec) amendNo failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. The remedies provided in this Agreement are cumulative, and not exclusive of each Term Loan Lender or Assignee Term Loan Lender;remedies provided by Law.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) extend any Commitment Termination Date, change any Commitment to any other Commitment, amend, modify or waive any requirement hereunder that any particular action be taken by all provision of this Section 10.1 or reduce the percentages specified in the definitions of the terms "Required Lenders", "Supermajority Revolving Lenders" or "Supermajority Term Loan Lenders A and B Lenders", or consent to the assignment or transfer by the Required Term Borrower of its rights and obligations under any Loan Lenders shall be effective unless consented Document to by which it is a party, in each Term Loan Lendercase without the consent of each Lender directly and adversely affected thereby; (b) modify this Section 10.1forgive any principal of or interest on any Lender's Loan, reduce the stated rate of any interest hereunder or any fees described in Article III payable to any Lender, extend the Stated Maturity Date for any Lender's Loan or extend any scheduled time of payment of such interest or such fees (other than as a result of waiving the applicability of any post-default increase in interest rates) without the consent of such Lender; (c) increase the aggregate amount of any Lender's Percentage of any Commitment Amount or increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments without the consent of such Lender; (d) extend the due date (other than the Stated Maturity Date, as to which clause (b) above applies) for any scheduled repayment or prepayment of, or clause decrease the relative proportion of any mandatory prepayment to be received by the Lenders holding (i) Revolving Loans without the consent of Section 10.10, change the definition Required Revolving Lenders, (ii) Term A Loans without the consent of the Required Term A Lenders or (iii) Term B Loans without the consent of the Required Term B Lenders; (e) except to the extent expressly permitted under the Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderDocuments, release (i) all or substantially all of the Term Obligors that are guarantors under the Guaranty from their obligations under the Guaranty or (ii) all or substantially all of the collateral security provided under the Loan Collateral Documents, including all Pledged Shares (except as such term is defined in each the Pledge Agreement), in either case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each (i) the Supermajority Revolving Lenders and (ii) the Supermajority Term Loan Lender affected thereby;A and B Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (df) affect adversely the interests, rights or obligations of any Agent qua such Agent, the Collateral Agent Swing Line Lender qua the Swing Line Lender or the Arranger (in its capacity as Agent, Issuer qua the Collateral Agent or the Arranger)Issuer, unless consented to by such Agent, the Collateral Agent Swing Line Lender or the ArrangerIssuer, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;; and

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, (1) if such amendment, modification or waiver is in writing and and, (x) in the case of an amendment or modification, is consented to by the Borrower Issuer and each Obligor party thereto the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement or any other Document, is consented to by the Required Term Loan LendersHolders or (2) as otherwise provided in any Document; provided, however, that no such amendment, modification or waiver which wouldof the following shall be effective unless: (ai) consented to by each Holder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders Holders or by the Required Term Loan Lenders shall be effective unless Holders; (ii) consented to by each Term Loan Lender; (b) Holder, if such amendment, modification or waiver would modify this Section 10.1, or clause (i) of Section 10.1011.1, change the definition of "Required Term Loan Lenders, increase Holders," or subject any Term Loan Commitment Amount or the Term Loan Percentage of Holder to any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyadditional obligations; (ciii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Holders described in Article 2, extend the Stated Maturity Date, extend the due date for, or reduce the amount or application of, any scheduled repayment payment or prepayment of principal of or interest on any Term Loan the Notes (or reduce the principal amount of or rate of interest on the Notes); (iv) consented to by each Noteholder, if such amendment, modification or waiver would release all or substantially all of the Collateral; (v) consented to by each Noteholder, if such amendment, modification or waiver would release any Term LoanGuarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof; (vi) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; (vii) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes; or (viii) consented to by each Noteholder, if such amendment, modification or waiver would, after the Issuer's obligation to prepay Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make any prepayment of the Notes. (b) No failure or delay on the part of any Holder in exercising any power or right under this Agreement or any other Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Holder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (c) No Holder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer makes a payment or payments to the Holders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be made without the consent of the holder of the Term Note evidencing revived and continued in full force and effect as if such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;payment had not been made.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Agent (acting only at the direction or with the authority of the Required Term Loan Lenders); provided, however, that no such amendment, modification or waiver which would: : (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; ; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan LendersSection, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, change the time for payment of fees to the Lenders described in Article III, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement any Loan Document, release or applicable Term limit any Obligor from its guarantee obligations under any Loan Security Document) Document except as otherwise specifically provided therein, or extend alter in any manner the Term Loan Commitment Termination Datepro rata sharing of payments required hereunder, shall be made without the consent of each Term Loan any Lender affected thereby; ; (c) change the definition of "Required Lenders" or any other provision of this Agreement or other Loan Document 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, shall be made without the consent of any Lender (or each Lender of such Class, as the case may be); (d) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment under clause (a) of Section 3.1.2 of principal of of, or interest on on, any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan) or extend any Commitment Termination Date without the consent of the holder of that Note evidencing such Loan; (e) change any provision of any Loan Document in a manner that by its terms adversely affects the rights or obligations of Lenders of any Class differently than Lenders of any other Class, shall be made without the consent of the holder Non-Defaulting Lenders holding a majority in interest of the Term Note evidencing such Term Loan; outstanding Loans and unused Commitments of each Class affected thereby; (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of the Agent. 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 Agent if (A) by the terms of such agreement the Commitment of each Term Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) 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 No failure or delay on the part of the Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or Assignee Term the holder of any Note under this Agreement or any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by law.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the each Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.1012.1, change the definition of "Required Term Loan Lenders", increase any Term Loan the Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III (other than any fee payable to the Administrative Agent solely for its own account or the Issuer solely for its own account), release all or substantially all of the Term Loan Collateral (collateral, except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) , release any Guarantor from its obligations under its Guaranty, or extend the Term Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected therebyLender; (c) extend the due date for, or reduce the amount or application of, (i) any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) or (ii) any repayment of a Reimbursement Obligation (or reduce the amount of or rate of interest on any Reimbursement Obligation) shall be made without the consent of each Lender; (d) affect adversely the rights or obligations of the Issuer qua the Issuer shall be made without the consent of the holder of the Term Note evidencing such Term Loan;Issuer; or (de) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or qua the Arranger (in its capacity as Agent, the Collateral Administrative Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 shall be made without the consent of each Term the Administrative Agent. Notwithstanding the foregoing provisions of this Section 12.1, the Administrative Agent and the Borrowers may, in connection with implementation of the CP Program, without the consent of any Lender, enter into any amendment, supplement or other modification to this Agreement or any other Loan Document, in form and substance satisfactory to the Administrative Agent, to cure any ambiguity or to correct or supplement any provision in this Agreement or any other Loan Document that may be inconsistent with any provision applicable to the CP Program as described in that certain Confidential Memorandum dated November 1997 of the Borrowers; provided, however, that (i) any such action shall not have an adverse effect on the interests of the Lenders and (ii) a copy of any such amendment, supplement or other modification shall be furnished to the Lenders or the Issuer in accordance with the notice provisions hereof not later than five days prior to the execution thereof by the Administrative Agent. No failure or delay on the part of either Agent, the Issuer, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by either Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise -112- 121 stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Company and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that any such amendment, modification or waiver of the type set forth below shall require the consent of the Person or Persons described below for such amendment, modification or waiver: (a) Unless consented to by each Lender, no such amendment, modification or waiver which would: (a) shall be effective if it would modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders, all the Lenders with respect to any Tranche of Loans or Commitments or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; Lenders, release Holdco from its obligations under the Holdco Guaranty and Pledge Agreement, release any Subsidiary Guarantor or Subsidiary Guarantors that individually or in the aggregate constitute a Substantial Subsidiary from its or their obligations under the Subsidiary Guaranty (b) modify this Section 10.1except as otherwise provided in the Subsidiary Guaranty), if any, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement Agreement, any such Subsidiary Guaranty or applicable Term Loan Security Documenta Pledge Agreement). (b) Unless consented to by each Lender adversely affected thereby, no such amendment, modification or waiver shall be effective if it would modify this Section 11.1, or clause (a) of Section 11.10, change the definition of "Required Lenders", increase any Commitment Amount or the Percentage of any Lender (other than pursuant to Section 2.2.2), reduce any fees described in Section 3.3 (other than the administration fee referred to in Section 3.3.2) or extend the Term Loan any Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;. (c) No such amendment, modification or waiver shall be effective if it would extend the due date forStated Maturity Date for any Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on or fees payable in respect of any Term Loan, Loan or any Reimbursement Obligation (which shall be made without in each case include the consent conversion of all or any part of the holder Obligation into equity of any Obligor) or extend the Term Note evidencing date on which interest or fees are payable in respect of any Loan or any Reimbursement 134 Obligation, unless such Term Loan;amendment, modification or waiver shall have been consented to by the Lender which has made such Loan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation. (d) No such amendment, modification or waiver shall be effective if it would affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer or the Lead Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Lead Arranger), unless such amendment, modification or waiver shall have been consented to by such Agent, the Collateral Agent Issuer or the Lead Arranger, as the case may be;. (e) No such amendment, modification or waiver shall be effective if it would amend, modify or waive the provisions of clause (da)(i) of Section 3.1.1 or the penultimate paragraph clause (b) of Section 7.2.12 without 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the consent rights of each Term Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, unless such amendment, modification or waiver shall have been consented to by the holders of at least 51% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding at least 51% of the Revolving Loan Commitments. No failure or delay on the part of any Lender Party in exercising any power or Assignee Term right under any Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. For purposes of this Section 11.1, the Syndication Agent, in coordination with the Administrative Agent, shall have primary responsibility, together with the Company, in the negotiation, preparation and documentation relating to any amendment, modification or waiver under this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan LendersLenders and approved in a manner consistent with the MGCB Approval; provided, however, that no such amendment, modification or waiver which wouldshall: (a) extend the DIP Facility Termination Date or modify any requirement hereunder that any particular action be taken by this Section without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lendersany Lender’s then existing Commitment Amounts, increase any Term Loan Commitment Amount or the Term Loan Percentage aggregate amount of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forStated Maturity Date for any Lender’s Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Lender’s Loan, shall be made without the consent of such Lender; provided, however, that any vote to rescind any acceleration made pursuant to Section 9.2 of amounts owing with respect to the holder Loans and other Obligations shall require the consent of the Term Note evidencing such Term Loanall Lenders; (d) change the definition of “Required Lenders” or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) discharge or subordinate the Liens of the Mortgage, the Contract Builders Mortgage, the Realty Equity Mortgage or the TGCP Mortgage, or release any Borrower, Subsidiary Guarantor or other Obligor, or release or subordinate any material portion of the other security interests granted pursuant to the Loan Documents, in each case, without the consent of all Lenders; (f) affect adversely the interests, rights or obligations of any the Administrative Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such the Administrative Agent, the Collateral Agent or the Arranger, as the case may be; (eg) amendchange Section 4.4, modify or waive without the provisions consent of all Lenders; or (h) extend the “Delayed Draw Commitment Termination Date” without the consent of all of the Delayed Draw Lenders; (i) amend clause (db) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 3.1.2 without the consent of each Term Lender thereby affected. No failure or delay on the part of the Administrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrowers in any case shall entitle them to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or Assignee Term any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by Holdings, the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of any Second-Lien Loans required to be made by a Lender pursuant to this Agreement without the consent of such Lender; (c) extend any date of payment of principal for any Lender's Second-Lien Loan, or reduce or forgive the principal amount of, rate of interest or fees on, or any Prepayment Premium in respect of, any Second-Lien Loan (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), or extend the date on which such interest, fees or Prepayment Premiums are payable in respect of such Second-Lien Loan without the consent of the Lender which has made such Second-Lien Loan (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Second-Lien Loans and other Obligations shall only require the vote of the Required Lenders); (d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderconsent of all Lenders; (be) modify this Section 10.1except as otherwise expressly provided in a Loan Document (including the Intercreditor Agreement), release (including by way of assignment or clause transfer of rights or Obligations) (i) of Section 10.10either Borrower from its Obligations under the Loan Documents, change Holdings from its Obligations under Article X or any Subsidiary Guarantor from its Obligations under the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount Subsidiary Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (cf) extend the due date for, or reduce the amount or application of, cause any scheduled repayment or prepayment of principal of or interest on monetary Obligation owing to any Term Loan or reduce the principal amount of or rate of interest on Lender to become contractually subordinated to any Term Loan, shall be made other Indebtedness owing to any other Person without the consent of the holder of the Term Note evidencing such Term LoanLender; (dg) affect adversely modify the interests, rights definition of "Affiliate" or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be"Related Fund"; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of the Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender in respect of such Lender’s Loans without the consent of such Lender; (c) extend any scheduled date of payment of principal for any Lender’s Loan, or reduce the principal amount of, rate of interest, premium or fees on any Loan or extend the scheduled date on which interest, premium or fees are payable in respect of such Loan, without the consent of the Lender which has made such Loan; (d) change the currency of payment of any principal, interest, premium or fees, in respect of the Loans, without the consent of all Lenders; (e) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderconsent of all Lenders; (b) modify this Section 10.1, or clause (i) of except as provided in Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender12.11(a), release the Guaranty or all or substantially all of the Term Collateral or any other guaranty under the Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made Documents without the consent of each Term all Lenders or (ii) release a material portion of the Collateral under the Loan Lender affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made Documents without the consent of the holder Lenders having Total Credit Exposures representing at least 75% of the Term Note evidencing such Term LoanTotal Credit Exposures of all Lenders; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), such) unless consented to by such the Administrative Agent; (h) affect adversely the interests, rights or obligations of the Collateral Agent or (in its capacity as such) unless consented to by the Arranger, as Collateral Agent (at the case may bedirection of the Administrative Agent); (ei) amend, modify or waive the provisions of clause (dSection 3.01(c) or the sharing provisions of Section 3.1.1 or 4.06 without the penultimate paragraph consent of Section 7.2.12 all Lenders; (j) affect adversely the ability of any Lender to assign any of its rights and obligations under this Agreement without the consent of such Lender; or (k) modify the definition of “Interest Period” to permit Interest Periods in excess of three months without the consent of each Term Lender directly affected thereby. Notwithstanding the foregoing, no consent of any Person shall be required for amendments, modifications or waivers of any provision of Article VIII that the Administrative Agent and the Lenders shall be deemed to have so amended, modified or waived pursuant to Section 8.05. No failure or delay on the part of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on a Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Collateral Agent or any Lender under any Loan Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify any requirement hereunder that any particular action be taken by this Section 11.1 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all increase the aggregate amount of any Loans or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement TLCs required to be made or applicable Term Loan Security Document) or purchased by a Lender pursuant to its Commitments, extend the Term Loan final Commitment Termination Date, shall be Date of Credit Extensions made (or participated in) by a Lender or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forfinal Stated Maturity Date for any Lender's Loan or TLC, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanLender's Loan or TLC or extend the date on which scheduled payments of principal, or payments of interest or fees are payable in respect of any Lender's Loans or TLCs, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 9.2 and Section 9.3 of amounts owing with respect to the Loans, TLCs and other Obligations shall only require the vote of the Required Lenders); (d) reduce the percentage set forth in the definition of "Required Lenders" or any requirement hereunder that any particular action be made taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit or extend the Stated Expiry Date of any Letter of Credit to a date which is subsequent to the Revolving Loan Commitment Termination Date, in each case, unless consented to by the Issuer of such Letter of Credit; (f) except as otherwise expressly provided in this Agreement or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty other than in connection with a Disposition of all or substantially all of the Capital Securities of such Guarantor in a transaction permitted by Section 7.2.9 as in effect from time to time or (ii) all or substantially all of the collateral under the Loan Documents, in either case without the consent of all Lenders; (g) change any of the terms of clause (c) of Section 2.1.4 or Section 2.3.2 without the consent of the holder of the Term Note evidencing such Term Loan;Swing Line Lender; or (dh) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Syndication Agent (in its capacity as the Syndication Agent) or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such the Administrative Agent, the Collateral Syndication Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify the Syndication Agent, any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the consent of each Term Administrative Agent, the Syndication Agent, any Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Rate Protection Agreements and each Fee Letter (which documents may be amended or otherwise modified in accordance with the terms thereof)) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver shall: modify this Section or change or waive any provision of Section 3.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders; increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or extend the final Commitment Termination Date of Loans made by a Lender, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 9.2 and Section 9.3 of amounts owing with respect to the Loans and other Liabilities shall only require the vote of the Required Lenders); reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees payable to any Lender or extend the date on which would: (a) interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender; reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders consent of all Lenders; increase the Stated Amount of any Letter of Credit or by extend the Required Term Loan Lenders shall be effective Stated Expiry Date of any Letter of Credit unless consented to by each Term the Issuer of such Letter of Credit; except as otherwise expressly provided in a Loan Lender; (b) modify this Section 10.1Document, or clause release (i) of Section 10.10, change the definition of Required Term Borrower from its Liabilities under the Loan Lenders, increase Documents or any Term Loan Commitment Amount Guarantor from its obligations under the Significant Subsidiary Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term Loan Collateral (except Collateral, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby; (c) extend the due date for, all Lenders; or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent ) or the ArrangerIssuer (in its capacity as Issuer), unless consented to by the such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be; (e) amend. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without the consent of each Term any other power or right. No notice to or demand on any Loan Lender Party in any case shall entitle it to any notice or Assignee Term demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of the Term Loans required to be made by a Lender pursuant to its Term Loan Commitment, extend the final Term Loan Commitment Termination Date of the Term Loans made (or participated in) by a Lender or extend the final Maturity Date for any Lender's Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Term Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender's Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender's Term Loans, in each case without the consent of such Lender directly affected thereby; (d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderconsent of all Lenders; (be) modify this except as otherwise expressly provided in a Loan Document (including as to permitted Dispositions under Section 10.17.2.8), or clause release (i) of Section 10.10, change the definition of Required Term Borrower from its Obligations under the Loan Lenders, increase Documents or any Term Loan Commitment Amount Guarantor from its obligations under any Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent or the Arranger), unless consented to by the Administrative Agent. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Agent, the Collateral Agent power or right preclude any other or further exercise thereof or the Arrangerexercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. All remedies shall be cumulative, and not exclusive of any and all other remedies, whether provided pursuant to the case may be; (e) amend, modify Loan Documents or waive the provisions of clause (d) of Section 3.1.1 at law or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;otherwise.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan LendersLenders and approved in a manner consistent with the MGCB Approval; provided, however, that no such amendment, modification or waiver which wouldshall: (a) extend any Commitment Termination Date, change the definition of “Commitment Termination Event” or modify any requirement hereunder that any particular action be taken by this Section without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lendersany Lender’s then existing Commitment Amounts, increase any Term Loan Commitment Amount or the Term Loan Percentage aggregate amount of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forStated Maturity Date for any Lender’s Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Lender’s Loan, shall be made without the consent of such Lender; provided, however, that any vote to rescind any acceleration made pursuant to Section 9.2 of amounts owing with respect to the holder Loans and other Obligations shall require the consent of the Term Note evidencing such Term Loanall Lenders; (d) change the definition of “Required Lenders” or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer; (f) discharge or subordinate the Liens of the Mortgage, the Contract Builders Mortgage (unless a Permitted Asset Sale), the Realty Equity Mortgage (unless a Permitted Asset Sale) or the TGCP Mortgage, or release any Borrower, Subsidiary Guarantor or other Obligor, or release or subordinate any material portion of the other security interests granted pursuant to the Loan Documents, in each case, without the consent of all Lenders; (g) affect adversely the interests, rights or obligations of any the Administrative Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger)any Issuer, unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (eh) amend, modify waive any Default which is caused by the failure of Greektown Holdings or waive the provisions its Subsidiaries to comply with item (ii) of clause (db) of Section 4.11 without the consent of each Lender which has a Letter of Credit Commitment and the Issuer; (i) change Section 4.8, without the consent of all Lenders; (j) change the definition of “Delayed Draw Term B-1 Loan Commitment Termination Date” without the consent of all of the Delayed Draw Term B-1 Lenders; (k) change the definition of “Delayed Draw Term Loan Commitment Termination Date” without the consent of all of the Delayed Draw Term A Lenders and the Delayed Draw Term A-1 Lenders; or (l) amend clause (b) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 3.1.2 without the consent of each Term Lender thereby affected. No failure or delay on the part of the Administrative Agent, the Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrowers in any case shall entitle them to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under this Agreement or Assignee Term any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement (including the Schedules hereto (other than Schedule II hereto, which may be modified in accordance with Section 10.2 or Section 10.11.1)) and of each other Term Loan Document (other than Lender Hedging Agreements, Letters of Credit, the Commitment Letter and the Fee Letter (which documents may be amended or otherwise modified in accordance with the terms thereof)) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section 10.1 without the consent of all Lenders; (b) increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or reduce any fees described in Article III payable to any Lender without the consent of such Lender; (c) extend the due date for any scheduled repayment of principal of any Lender's Loan, or reduce the principal amount of, prepayment premium with respect to or rate of interest on any Lender's Loan or extend the date on which interest, premium or fees are payable in respect of such Lender's Loans, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders (as defined in clause (b) of the definition thereof)); (d) amend, modify or waive provisions of clause (a)(i), (c), (d), (e), (f), (g) or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, in any case in such a manner as to adversely affect the rights of the Lenders participating in any particular Tranche differently from the rights of Lenders participating in any other Tranche without the consent of the Lenders holding more than 50% of the aggregate amount of Loans (or, in the case no Loans are then outstanding with respect to a Tranche, the Commitments) outstanding under the Tranche or Tranches adversely affected by such amendment, modification or waiver (provided that, in addition to (an not in limitation of) the requirements of this clause (d), any amendment, modification or waiver of the provisions of clause (c), (d), (e) or (f) of Section 3.1.1 or clause (b) of Section 3.1.2 that would adversely affect the rights of Lenders holding Term A Loans or Revolving Loan Commitments from receiving a mandatory prepayment of Term A Loans or a permanent reduction of the Revolving Loan Commitment Amount pursuant to such provisions shall require the consent of Lenders holding more than 50% of the sum of the Revolving Loan Commitment Amount and the aggregate principal amount of Term A Loans then outstanding); (e) reduce the percentage set forth in the definition of "Required Lenders" or any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (f) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bg) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically expressly provided in this Agreement or applicable Term another Loan Security Document, release (i) any Guarantor from its obligations under a Guaranty (it being understood that the Administrative Agent may release the Guaranty of a Subsidiary Guarantor in connection with a Disposition of all, or substantially all, of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by Section 7.2.11) or extend (ii) all or any substantial part of the Term collateral under the Loan Commitment Termination DateDocuments, shall be made in either case without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dh) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Technical Agent (in its capacity as the Technical Agent) or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such the Administrative Agent, the Collateral Technical Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify the Technical Agent, any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Technical Agent, any Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the each Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10SECTION 11.1, change the definition definitions of Adjusted Percentage, Percentage, or Required Term Loan Lenders, increase any Term Loan the Total Credit Commitment Amount or the Term Loan Credit Commitment Amount, Percentage, or Adjusted Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, or, subject to SECTION 8.2.5, release any Guarantor from any of its payment obligations under the Guaranty entered into by it, shall be made without the consent of each Term Loan Lender affected therebyLender; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan Pro-Rata Credit Extension or reduce the principal amount of or rate of interest on any Term Loan, fee payable under SECTION 4.3 shall be made without the consent of the holder of the Term Note evidencing such Term Loaneach Lender; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as Administrative Agent shall be made without the consent of the Administrative Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be;; or (e) amendaffect adversely the interests, modify rights or waive obligations of the provisions of clause (d) of Section 3.1.1 or Syndication Agent in its capacity as the penultimate paragraph of Section 7.2.12 Syndication Agent shall be made without the consent of each Term the Syndication Agent. No failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender Party under this Agreement or Assignee Term any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement ------------------------ and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.1011.1, change the definition of "Required Term Loan ------------ Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderLender other than pursuant to Section 11.11.1, reduce any fees described in Article III, --------------- ----------- release all or substantially all any substantial portion of the Term Loan Collateral (collateral security, except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) or , extend the Term Loan Commitment Termination Date, Date or Stated Maturity Dates or change the interest provisions contained in Section 3.2 shall be made without the consent of each Term Loan Lender affected thereby----------- and each holder of a Note; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term that Note evidencing such Term Loan;; or (d) affect adversely the interests, rights or obligations of any the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, the Collateral Agent any Lender, or the Arranger (holder of any Note in its capacity exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, the Collateral Agent any Lender or the Arranger)holder of any Note under this Agreement or any other Loan Document shall, unless consented except as may be otherwise stated in such waiver or approval, be applicable to by such Agent, the Collateral Agent subsequent transactions. No waiver or the Arranger, as the case may be; (e) amend, modify approval hereunder shall require any similar or waive the provisions of clause (d) of Section 3.1.1 dissimilar waiver or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.111.1, or clause (ia) of Section 10.1011.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce, or extend the due date for, any fees described in Section 3.3 (other than any fee referred to in Section 3.3.2), release any Guarantor from its obligations under any Guaranty, or release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, any such Guaranty, a Security Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, (i) any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) or (ii) any repayment of any Reimbursement Obligation (or reduce the amount of or rate of interest on any Reimbursement Obligation) shall be made without the consent of the holder of the Term Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Swing Line Lender, the Issuer or the Arranger (in its capacity as Agent, the Collateral Agent Swing Line Lender, the Issuer or the Arranger), unless consented to by such Agent, the Collateral Agent Swing Line Lender, the Issuer or the Arranger, as the case may be;; or (e) have the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan, the Swing Line Loan or the issuance of a Letter of Credit without the consent of Lenders holding at least 51% of the Revolving Loan Commitments; or (f) amend, modify or waive the provisions of clause (da)(i) of Section 3.1.1 or the penultimate paragraph clause (b) of Section 7.2.12 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of the holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under each Term Tranche affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments. No failure or delay on the part of any Agent, the Issuer, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders, extend any Commitment Termination Date or modify this Section 10.1 without the consent of all Lenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all or substantially all increase the aggregate amount of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall any Loans required to be made by a Lender pursuant to its Commitments or reduce or delay the payment of any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forStated Maturity Date, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Lender's Loan, shall be made or postpone the date of payment of interest on any Lender's Loan, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the holder Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders); (d) change the definition of "Required Lenders" or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) modify Section 2.6 or increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; (f) except as permitted by a Loan Document, release (i) any Guarantor from its obligations under a Guaranty, or (ii) any of the Pledged Shares (as such term is defined in any Pledge Agreement) or all or substantially all of the collateral securing the Obligations, in either case without the consent of all Lenders as expressly provided herein or therein; or (g) affect adversely the interests, rights or obligations of any the Administrative Agent qua the Administrative Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger)any Issuer qua Issuer, unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the each Borrower and each Obligor party thereto and by the Required Term Loan Majority Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Majority Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, SECTION 11.1 or clause (i) of Section 10.10SECTION 10.10(c), change the definition of Required Term Loan Lenders"MAJORITY LENDERS", increase any Revolving Commitment Amount or Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except reduce any fees described in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) ARTICLE III or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected therebyand each holder of a Note; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing Lender holding such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, Issuer QUA the Collateral Agent or Issuer shall be made without the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by consent of such Agent, the Collateral Agent or the Arranger, as the case may beIssuer; (e) amendaffect adversely the interests, modify rights or waive obligations of the provisions Administrative Agent QUA the Administrative Agent shall be made without consent of clause the Administrative Agent; and (df) affect adversely the interests, rights or obligations of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 Documentation Agent QUA the Documentation Agent shall be made without the consent of each Term Loan the Documentation Agent. No failure or delay on the part of the Administrative Agent, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on either Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. EACH LENDER AGREES WITH AND IN FAVOR OF EACH OTHER LENDER (WHICH AGREEMENT SHALL NOT BE FOR THE BENEFIT OF EITHER BORROWER OR ANY OF ITS SUBSIDIARIES) THAT NO OBLIGOR'S OBLIGATIONS TO SUCH LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE OR WILL BE SECURED BY ANY REAL PROPERTY COLLATERAL NOW OR HEREAFTER ACQUIRED BY SUCH LENDER.

Waivers, Amendments, Etc. The provisions of this Agreement and or of each any other Term Loan Financing Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender in respect of such Lender’s Loans or permit an Interest Period with a duration in excess of six months, in each case without the consent of such Lender; (c) extend any scheduled date of payment of principal for any Lender’s Loan or LC Disbursement, or reduce the principal amount of, rate of interest or fees on any Loan or LC Disbursement, or extend the scheduled date on which interest or fees are payable in respect of such Loan or LC Disbursement, in each case, without the consent of the Lender which has made such Loan or LC Disbursement; (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (ce) extend except as otherwise expressly provided in a Financing Document, release a material Restricted Subsidiary or a material portion of the due date forCollateral under the Financing Documents, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made in each case without the consent of the holder of the Term Note evidencing such Term Loanall Lenders; (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent or the Arranger), unless consented to by such the Administrative Agent, the Collateral Agent or the Arranger, as the case may be;; or (eg) amend, modify Section 3.01(b) or waive the provisions of clause 3.01(c) (dor any related definition) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender adversely affected thereby; (h) modify Section 9.13 (or any related definition), without the consent of all Lenders; or (i) modify the definition of “Category A Assets” or the proviso in the definition of “Eligible Asset” set forth in Section 1.01, the consent of all Lenders; or (j) modify Section 8.02 (or any related definition), without the consent of all Lenders. No failure or delay on the part of the Administrative Agent, the Issuing Lender or Assignee Term Loan Lender;any Lender in exercising any power or right under any Financing Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrowers in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Issuing Lender or any Lender under any Financing Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) extend any Loan Commitment Termination Date or modify any requirement hereunder that any particular action be taken by this Section without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term any Lender's then existing Loan LendersCommitment Amounts, increase any Term Loan Commitment Amount or the Term Loan Percentage aggregate amount of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall Loans required to be made by a Lender pursuant to its Loan Commitments or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender such affected therebyLender; (c) extend the due date forStated Maturity Date for any Lender's Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Lender's Loan, shall be made without the consent of such Lender; provided, however, that any vote to rescind any acceleration made pursuant to Section 8.2 or 8.3 of amounts owing with respect to the holder Loans and other Obligations shall require the consent of the Term Note evidencing such Term LoanRequired Lenders; (d) change the definition of “Required Lenders” or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) discharge the Lien of any Deed of Trust, release the Guarantors under the Guaranty other than in accordance with the terms thereof, or release any material portion of the other security interests granted pursuant to the Loan Documents, in each case, without the consent of all Lenders as expressly provided herein or therein; (f) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer; or (g) affect adversely the interests, rights or obligations of any the Administrative Agent, the Collateral Agent Issuer or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger)any Lender hereunder, unless consented to by such the Administrative Agent, the Collateral Agent Issuer or such Lender. No failure or delay on the part of the Administrative Agent, the Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the Arrangerexercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Issuer or any Lender under this Agreement or any other Loan Document shall, except as the case may be; (e) amendbe otherwise stated in such waiver or approval, modify be applicable to subsequent transactions. No waiver or waive the provisions of clause (d) of Section 3.1.1 approval hereunder shall require any similar or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender dissimilar waiver or Assignee Term Loan Lender;approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) extend any Commitment Termination Date or modify any requirement hereunder that any particular action be taken by this Section 10.1 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all or substantially all increase the aggregate amount of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forStated Maturity Date for any Lender's Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanLender's Loan or extend the date on which interest or fees payable in respect of such Lender's Loans, shall be made in each case without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the holder Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders); (d) change the definition of "Required Lenders" or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; (f) release (i) any Guarantor from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, in either case without the consent of all Lenders as expressly provided herein or therein; or (g) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Notwithstanding the foregoing, collateral shall be released from the Lien of each Term the Loan Lender Documents from time to time as necessary to effect any sale or Assignee Term pledge of assets permitted by this Agreement and the Loan Lender;Documents, and the Administrative Agent shall execute and deliver all release documents reasonably requested to evidence such release.

Waivers, Amendments, Etc. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder 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 provisions rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Credit Parties therefrom shall in any event be effective unless the same shall be permitted by Section 10.02(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 each other Term the foregoing, the making of a Loan Document or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Issuing Bank or any Lender may from time have had notice or knowledge of such Default at the time. (b) Subject to time Section 2.13(b), (c) and (d), neither this Agreement nor any provision hereof may be amended, modified or waived, if such amendment, modification amended or waiver is modified except pursuant to an agreement or agreements in writing and consented to entered into by the Borrower Credit Parties and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Credit Parties and the Administrative Agent with the consent of the Required Term Loan Lenders Lenders; provided that no such agreement shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change increase the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent, the waiver of any Default or Event of Default, mandatory prepayments or other mandatory reduction of Commitments shall not constitute an extension or increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Term Loan Lender affected thereby; , (ciii) extend postpone the due scheduled date forof payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount or application of, waive or excuse any such payment, or postpone the scheduled repayment or prepayment date of principal expiration of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanCommitment, shall be made without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release the guarantee contained in Article VII, without the written consent of each Lender, (vi) waive any of the conditions precedent to the Closing Date set forth in Section 4.01 without the written consent of each Lender or (vii) change any of the provisions of this Section or the definition of "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 written consent of each Lender; provided, further, that (i) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lenders hereunder without the prior written consent of the holder of the Term Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any Administrative Agent, the Collateral Agent Issuing Bank or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerSwingline Lenders, as the case may be; , and (eii) amendnotwithstanding anything herein to the contrary, modify amendments and waivers to (A) the Letter of Credit Documents will only require the consent of the Borrower and the Issuing Bank, and (B) any Fee Letter will only require the consent of the parties to each such Fee Letter. Notwithstanding anything to the contrary contained in this Section 10.02 or waive any Loan Document, (a) the Borrower and the Administrative Agent may, without the input or consent of any other Lender except as provided below, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of clause (d) Section 2.20 and Section 2.21 in accordance with the respective terms of Section 3.1.1 2.20 and Section 2.21, (including any definitions relating to or necessary to effectuate the foregoing) (and the Administrative Agent is hereby expressly authorized on behalf of the Lenders and the Issuing Bank), (b) if the Administrative Agent and the Borrower have jointly identified an obvious error or any vagueness, ambiguity, omission, mistake, typographical error, conflict or inconsistency or other defect or any error or omission or defect of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted (and the Administrative Agent is hereby expressly authorized on behalf of the Lenders and the Issuing Bank) to amend such provision and (c) the Administrative Agent and the Borrower, may, without the input or consent of the Required Lenders or any other Lender, effect amendments to this Agreement or any other Loan Document, as may be necessary or appropriate, in the opinion of the Administrative Agent, in connection with the addition or replacement of an Issuing Bank or the penultimate paragraph addition or replacement of any Swingline Lender. Notwithstanding the foregoing, with respect to (1) the addition of any Augmenting Lender under Section 7.2.12 without 2.20, and/or (2) any Extension, the written consent of both the Issuing Bank and the Swingline Lenders must be obtained (each Term Loan Lender such consent not to be unreasonably withheld or Assignee Term Loan Lender;delayed) prior to effecting such increase under Section 2.20 or such Extension.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Commitment Termination Date or Competitive Bid Loan Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender; (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (e) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Letter of Credit Issuer; (bf) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term except as otherwise expressly provided in a Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderDocument, release all or substantially all of the Term Borrower from its Obligations under the Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made Documents without the consent of each Term Loan Lender affected thereby;all Lenders; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent ) or the ArrangerLetter of Credit Issuer (in its capacity as Letter of Credit Issuer), unless consented to by such Agent, the Collateral Administrative Agent or the ArrangerLetter of Credit Issuer, as applicable. No failure or delay on the case may be; (e) amendpart of any Loan Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without the consent of each Term any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Loan Lender Party under any Loan Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Agent (acting only at the direction or with the authority of the Required Term Loan Lenders); provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.1011.1, change the definition of "Required Term Loan Lenders" or "Supermajority Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, change the time for payment of fees to the Lenders described in Article III, release or subordinate all or substantially all any substantial part of the Term Loan Collateral (Collateral, except in each case as otherwise specifically provided in this Agreement any Loan Document, or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Daterelease any Obligor from its obligations hereunder, shall be made without the consent of each Term Loan Lender affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment under clauses (a), (b), (c) or prepayment (d) of Section 3.1.2 of principal of of, or interest on on, any Term Loan or Reimbursement Obligation (or reduce the principal amount of or rate of interest on any Term Loan, shall be made Loan or Reimbursement Obligation) or extend any Revolving Loan Commitment Termination Date or Acquisition Loan Commitment Termination Date without the consent of the holder of the Term that Note evidencing such Term Loan; (d) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer thereof; or (e) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger)Issuer in its capacity as Issuer, unless consented to by such Agent, without the Collateral consent of the Agent or the ArrangerIssuer, as the case may be; (e) amend; and further provided, that no such amendment, modification or waiver which would modify or waive any of the provisions of clause (d) Section 5.3 shall be effective unless consented to by Supermajority Lenders. No failure or delay on the part of Section 3.1.1 the Agent, any Lender or the penultimate paragraph holder of Section 7.2.12 without any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the consent exercise of each Term Loan any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or Assignee Term the holder of any Note under this Agreement or any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The remedies provided in this Agreement are cumulative and not exclusive of remedies provided by law.

Waivers, Amendments, Etc. The provisions of this Agreement ------------------------- and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such -------- ------- amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause decrease the percentage contained in ------------ the definition of "Required Lenders", release (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral collateral security or (ii) a Guarantor from its obligations under a Guaranty or under Section 3.4, except in each case as otherwise specifically provided ----------- in this Agreement or applicable Term any Loan Security Document) , or extend the Term Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected thereby;(it being agreed that no consent need be obtained in the case of the release of collateral in accordance with Section 7.2.11); -------------- (c) increase the aggregate amount of Credit Extensions required to be made by or participated in by a Lender, reduce any fees described in Article III payable to a Lender, extend the due date for, or reduce the ------------ amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) of a Lender shall be made without the consent of the holder of the Term Note evidencing such Term Loanadversely affected Lender; (d) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; (e) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral an Agent or the Arranger), unless consented to by Issuer in its capacity as the Issuer shall be made without consent of such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be;; or (ef) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 payment defaults shall be made without the consent of each Term Lender. No failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender under this Agreement or Assignee Term any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: : (a) modify any requirement hereunder that any particular action be taken by all of the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender;; (b) (bi) modify this Section 10.1, or clause (iii) of Section 10.10, change the definition of "Required Term Loan Lenders", (iii) increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, (iv) reduce any fees described in Article III, (v) release all or substantially all any substantial part of the Term Loan Collateral (Property, except in each case as otherwise specifically provided in this Agreement any Loan Document, (vi) release any Guarantor or applicable Term Loan Security Documentterminate any Guaranty, or (vii) or extend the Term Loan any Commitment Termination Date or the Stated Maturity Date, in each case shall be made without the consent of each Term Loan Lender affected thereby; Lender; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or any other Obligation (or reduce the principal amount of or rate of interest on any Term Loan) or reduce the amount of any fee, shall be made without the consent of the holder of the Term that Note evidencing such Term Loan; ; (d) affect adversely the interests, rights or obligations of the Administrative Agent qua the Administrative Agent or of the Issuer qua the Issuer (including any charge with respect to the obligations of any Borrower or the Lender with respect to the Letter of Credit Liabilities) or of any Syndication Agent or Senior Managing Agent qua such Syndication Agent or Senior Managing Agent, respectively, shall be made without consent of the Administrative Agent, the Collateral Agent Issuer, or the Arranger (in its capacity as relevant Agent, the Collateral Agent respectively; or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify Section 10.3 or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 10.4 without the consent of the Issuer, the Administrative Agent, the other Agents (to the extent that it is adversely affected), the Arranger (to the extent that it is adversely affected) and each Term Loan Lender. No failure or delay on the part of any Agent, any Lender or Assignee Term the Issuer in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or the Issuer under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Royalty Sub and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, provided that no such amendment, modification or waiver which wouldshall: (a) modify this Section or change or waive any provision of Section 4.7 or 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each case without the consent of such Lender; (c) reduce (by way of forgiveness) the principal amount of or reduce the rate of interest on any Lender's Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each case without the consent of such Lender (provided that the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2); (d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderconsent of all Lenders; (be) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause (i) of Section 10.10, change release Royalty Sub from its Obligations under the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount Documents or the Term Loan Percentage of any Term Loan Lender, release Pledgor from its obligations under the First Lien Pledge and Security Agreement or all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (cf) extend change Section 3 of the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made Intercreditor Agreement without the consent of the holder of the Term Note evidencing such Term Loan;all Lenders; or (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent or the Arranger), unless consented to by the Administrative Agent. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Agent, the Collateral Agent power or right preclude any other or further exercise thereof or the Arrangerexercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as the case may be; (e) amendbe otherwise stated in such waiver or approval, modify be applicable to subsequent transactions. No waiver or waive the provisions of clause (d) of Section 3.1.1 approval hereunder shall require any similar or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender dissimilar waiver or Assignee Term Loan Lender;approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement ------------------------ and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action required to be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLender or the Required Lenders, as applicable; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan the Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of collateral security or the Term Loan Collateral (Guaranty, except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) , or extend the Term Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected therebyLender; (c) extend the Commitment Termination Date or increase the Commitment Amount shall be made without the consent of each Lender; (d) decrease the fees payable pursuant to this Agreement shall be made without the consent of each affected Lender; (e) release any Obligor from its Obligations shall be made without the consent of each Lender; (f) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term that Note evidencing such Term Loan; (dg) increase the Stated Amount of any Letter of Credit shall be made unless consented to by the Issuer of such Letter of Credit; or (h) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent qua Agent or the Arranger (in its capacity as AgentIssuer, the Collateral Agent or the Arranger), shall be made unless consented to by such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be; (e) amend. No failure or delay on the part of any Agent, modify or waive the provisions of clause (d) of Section 3.1.1 Issuer, any Lender or the penultimate paragraph holder of Section 7.2.12 without any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the consent exercise of each Term Loan any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances (unless such notice or demand is required hereby). No waiver or approval by any Agent, the Issuer, any Lender or Assignee Term the holder of any Note under this Agreement or any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan LendersAdministrative Agent; provided, however, that no such amendment, modification or waiver which would: (ai) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Administrative Agent shall be effective unless consented to by each Lender; (ii) modify any requirement hereunder that any particular action be taken by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lenderthe Required Lenders; (biii) waive compliance by the Borrower with any covenant under Article VIII or waive any Default hereunder shall be effective unless consented to by the Required Lenders; (iv) modify this Section 10.1, or clause (i) of Section 10.1011.1, change the definition definitions of “Required Term Loan Lenders, ,” “Commitment,” or “Commitment Amount,” increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all reduce any fees or substantially all of the Term Loan Collateral (except change any interest rate described in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) Article III, amend Section 8.2.6 or extend the Term Loan Stated Maturity Date or the Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby; (cv) extend the due date for, or reduce the amount or application of, any scheduled or mandatory repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;affected thereby; or

Waivers, Amendments, Etc. The provisions (a) Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of this Agreement the Loan Documents (including the acceptance in its sole discretion of supplements by the Borrower to certain Items of the Disclosure Schedules regarding Real Property acquired after the Effective Date, regarding a Subsidiary Guarantor joined after the Effective Date and of each other Term Loan Document may from time to time be amendedupdated Schedules to the Security Agreement or Pledge Agreement), modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and consented to signed by the Administrative Agent, the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that that (i) no such amendment, modification modification, termination or waiver which wouldof this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent, all Lenders and Voting Participants: (aA) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Collateral; (B) release any Loan Collateral (Party from its Obligations under any Loan Document except in each case as otherwise specifically provided for in the Loan Documents; (C) alter in any manner the pro rata sharing of payments required hereunder; or (D) amend or waive this Section 11.1 or the definition of the “Required Lenders” or of “Percentage” insofar as such definition affects the substance of this Section, or any other provision specifying the number or percentage of Lenders and Voting Participants required to take any action under any Loan Document; (ii) no amendment, modification, termination or waiver of this Agreement or applicable Term any other Loan Security DocumentDocument shall, unless in writing and signed by the Administrative Agent and each Lender and each Voting Participant specified below for such amendment, modification, termination or waiver: (A) increase the amount of any Commitment of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant; (B) other than as provided in Section 3.6, extend the Revolving Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Termination Date, shall be made or any Stated Maturity Date without the consent of each all of the Lenders and Voting Participants holding the Commitments and Loans of the applicable credit facility and, in the case of the Revolving Loan Commitment Termination Date, the Swingline Lender and any Issuing Lender (Revolver) and in the case of the Multi-Draw Term Loan Commitment Termination Date, any Issuing Lender affected thereby(MDT); (cC) reduce the principal of, or rate of interest on (other than any waiver of any increase in the interest rate pursuant to Section 3.2.2), or fees payable with respect to, any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant; (D) alter Section 8.7 without the consent of any affected Lender or Voting Participant; (E) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment under Section 3.1.2(b)(vii) of principal of or interest on any Term Loan or other Obligations without the written consent of holders of more than 66.67% of the Loans to which such prepayment would have been applied pursuant to the application of payments under Section 3.1.3 without giving effect to any waiver or amendment thereof under this Section 11.1(a)(ii)(E); (F) extend the due date for, or reduce the principal amount of or rate of, any payment of interest on (other than any Term Loan, shall be made waiver of any increase in the interest rate pursuant to Section 3.2.2) as to any affected Lender or Voting Participant without the consent of the holder of the Term Note evidencing such Term Loanaffected Lender or Voting Participant; (dG) affect adversely except with respect to any amendment, modification or waiver expressly permitted to be made by the interests, rights or obligations of any Administrative Agent, Swingline Lender or Issuing Lenders pursuant to the Collateral Agent or terms of the Arranger (in its capacity as AgentLoan Documents, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period of any Borrowing under the provisions Revolving Loan Commitments without the written consent of clause holders of more than 50% of the Revolving Loan Commitments; or (dH) except with respect to any amendment, modification or waiver expressly permitted to be made by the Administrative Agent or Issuing Lenders pursuant to the terms of Section 3.1.1 the Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period to any Borrowing under the Multi-Draw Term Loan Commitments without the written consent of holders of more than 50% of the Multi-Draw Term Loan Commitments; (iii) no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swingline Lender or any Issuing Lender under this Agreement or any other Loan Document shall be effective unless in writing and signed by the Administrative Agent, the Swingline Lender or such Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. (b) No failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. The remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law. (c) 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 any Commitment of such Lender may not be increased or extended without the consent of each such Lender (it being understood that any Commitments or Loans held or deemed to be held by any such Defaulting Lender shall be excluded from a vote of the Lenders hereunder requiring the consent of the Lenders). (d) Notwithstanding anything to the contrary herein, technical and conforming modifications to (or amendments and restatements of) the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to provide for terms and conditions of any Incremental Term Loan Lender or Assignee Revolver Increase, including, without limitation, with respect to borrowing and prepayment conditions and mechanics, (ii) so as to modify Section 8.7, any other provision hereof or thereof relating to the pro rata sharing of payments among the Lenders or any other provisions hereof or thereof that might otherwise require the vote of the Required Lenders (or another group of Lenders or all of the Lenders) hereunder in order to include provisions applicable to any such Incremental Term Loan Lender;or Revolver Increase that are substantially consistent with the existing provisions of this Agreement with respect to such matters and to share ratably in the benefits of this Agreement and the other Loan Documents with the Lenders under any such Incremental Term Loan or Revolver Increase, and (iii) to otherwise incorporate the terms applicable to any such Incremental Term Loan or Revolver Increase (such as the pricing, maturity, fees and other provisions applicable thereto).

Waivers, Amendments, Etc. The provisions of this Agreement ------------------------ and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders (or the Administrative Agent on behalf of the Required Lenders); provided, however, that no such amendment, -------- ------- modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of "Required Term Loan ------------ Lenders", increase any Term the Revolving Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, release any ----------- guarantor (if any) party to a Loan Document or all or substantially all of the Term Loan Collateral (collateral security, except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) , or extend the Term Revolving Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender directly affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing such Term Loan;; or (d) affect adversely the interests, rights or obligations of any (i) the Administrative Agent qua the Administrative Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such --- the Administrative Agent or (ii) the Documentation Agent qua the --- Documentation Agent, unless consented to by the Documentation Agent. No failure or delay on the part of the Administrative Agent, the Collateral Agent Documentation Agent, any Lender or the Arrangerholder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, as the case may be; (e) amend, modify nor shall any single or waive the provisions partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Loan Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Documentation Agent, any Lender or Assignee Term the holder of any Note under this Agreement or any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan LendersMajority Banks; provided, however, that no such amendment, modification or waiver which would: : (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders Banks or by the Required Term Loan Lenders Majority Banks shall be effective unless consented to by each Term Loan Lender; Bank; (b) modify this Section 10.1, 10.1 or clause (i) of Section 10.102.8, change the definition of Required Term Loan Lenders"Majority Banks" or "Borrowing Base", increase any Term Loan the Commitment Amount or the Term Loan Percentage of any Term Loan LenderBank, reduce any fees described in Article III, release all or substantially all any collateral security except that the Collateral Agent may release Collateral Property to the extent such Collateral Property is disposed of pursuant to, and as permitted by, Section 7.2.9 of the Term Loan Collateral this Agreement (except in each case as otherwise specifically provided however, nothing contained in this Agreement clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or applicable Term Loan Security Document) limit the Obligations of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement, or extend the Term Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected thereby; Bank, and the Issuer; (c) except as otherwise provided pursuant to Section 2.9, extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or any other obligation (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing such Term Loan; each Bank; (d) affect adversely the interests, rights or obligations of the Administrative Agent qua the Administrative Agent or the Collateral Agent qua Collateral Agent or the Issuer qua the Issuer (including any change with respect to the obligations of the Borrower or the Banks with respect to the Letter of Credit Liabilities) shall be made without consent of the Administrative Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be; , or (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 10.4 without the consent of the Issuer, the Administrative Agent, the Arrangers and each Term Bank. No failure or delay on the part of any Agent, any Bank, the Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender Document shall operate as a waiver thereof, nor shall any single or Assignee Term partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Bank, the Issuer or the holder of any Note under this Agreement or any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1SECTION 11.1, or clause CLAUSE (iA) of Section 10.10SECTION 11.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce, or extend the due date for, any fees described in SECTION 3.3 (other than any fee referred to in SECTION 3.3.2), release any Guarantor from its obligations under any Guaranty, or release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, any such Guaranty, a Security -100- Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, (i) any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) or (ii) any repayment of any Reimbursement Obligation (or reduce the amount of or rate of interest on any Reimbursement Obligation) shall be made without the consent of the holder of the Term Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Swing Line Lender, the Issuer or the Arranger (in its capacity as Agent, the Collateral Agent Swing Line Lender, the Issuer or the Arranger), unless consented to by such Agent, the Collateral Agent Swing Line Lender, the Issuer or the Arranger, as the case may be;; or (e) have the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan, the Swing Line Loan or the issuance of a Letter of Credit without the consent of Lenders holding at least 51% of the Revolving Loan Commitments; or (f) amend, modify or waive the provisions of clause CLAUSE (dA)(I) of Section SECTION 3.1.1 or CLAUSE (B) of SECTION 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the penultimate paragraph Lenders participating in any Tranche differently from those of Section 7.2.12 Lenders participating in other Tranches, without the consent of the holders of the Notes evidencing greater than 50% of the aggregate amount of Loans outstanding under each Term Tranche affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitment Amount, the Lenders holding greater than 50% of the Revolving Loan Commitments. No failure or delay on the part of any Agent, the Issuer, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the each Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver shall be effective which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to in writing by each Term Loan Lender; (bi) modify this Section 10.1, or clause (ia) of Section 10.10, (ii) change the definition of “Required Term Loan Lenders”, increase (iii) reduce any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lenderfees described in Article III, (iv) release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement, the Intercreditor Agreement, a Pledge Agreement or applicable Term Loan a Security DocumentAgreement) without the written consent of each Lender adversely affected thereby, (v) amend, modify or waive the provisions of Section 3.1.1 or Section 3.1.2 or clause (b) of Section 2.2.2 or (vi) extend the Term Loan Commitment Termination Date, shall be made in each case, without the written consent of each Term Loan Lender adversely affected thereby; (c) permit outstanding Credit Extensions to exceed the Maximum Loan Amount or increase the Revolving Credit Commitment Amount without the consent of each Lender or increase the Revolving Credit Commitment of any Lender without the written consent of such Lender; (d) (i) extend the due date forfinal Maturity Date, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or (ii) reduce the principal amount of or rate of interest on any Term LoanLoan or reduce any fee payable to any Lender or (iii) extend the date on which any principal payment, shall be made interest or fees are payable on any Loans, in each case without the written consent of each Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 of amounts owing with respect to the holder Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders); (de) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; (f) affect adversely the interests, rights or obligations of any the Administrative Agent, any Issuer or, the Collateral Agent or the Arranger Swing Line Lender (in its capacity as the Administrative Agent, the Collateral Agent Issuer or the ArrangerSwing Line Lender), unless consented to in writing by such the Administrative Agent, the Collateral Agent any Issuer or the ArrangerSwing Line Lender, as the case may be; (eg) amendchange the definition of “Borrowing Base Amount,” “Eligible Account,” “Eligible Inventory,” “Excess Availability,” or “Maximum Loan Amount” or any of the definitions used within those definitions in each case if the effect of such change would be to require a Lender to make or participate in a Credit Extension in an amount that is greater than such Lender would have had to make or participate in immediately prior to such amendment, modify modification or waive waiver without the provisions written consent of each Lender; provided, however, nothing contained in this clause shall limit the Administrative Agent’s ability to adjust the Borrowing Base Amount, the amount of Eligible Accounts or Eligible Inventory, the Excess Availability, the Maximum Loan Amount or any of the definitions used within such definitions, in each case to the extent otherwise permitted by this Agreement; (dh) have the effect (either immediately or at some later time) of enabling the Borrowers to satisfy a condition precedent set forth in Section 3.1.1 5.2 to the making of a Loan or the penultimate paragraph issuance of Section 7.2.12 a Letter of Credit without the written consent of the Required Lenders; or (i) amend the Security Documents without the consent of each Term the Required Lenders or the Intercreditor Agreement without the consent of the Required Lenders. Notwithstanding anything to the contrary contained in this Section 10.1, the Administrative Agent may, without the consent of any Lender, execute amendments or modifications of any Loan Document to cure any ambiguity, omission, defect or inconsistency therein. No failure or delay on the part of the Administrative Agent, any Issuer or any Lender in exercising any power or Assignee Term right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower or any Subsidiary of any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. For purposes of this Section 10.1, the Administrative Agent shall have primary responsibility, together with the Company, in the negotiation, preparation and documentation relating to any amendment, modification or waiver of this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section 10.1.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of "Required Term Loan Lenders", increase reduce any Term Loan Commitment Amount commitment fees described in Section 3.3.1 or the Term Loan Percentage of any Term Loan LenderL/C Fees, release all or substantially all a material portion of the Term Loan Collateral (collateral security, except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) , or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected therebyLender; (c) increase the Commitment Amount or the Percentage of a Lender without the consent of such Lender or increase the aggregate Commitment Amounts without the consent of each Lender; (d) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term that Note evidencing such Term Loan; (de) release any Guarantor, except in connection with any sale of, or merger by, such Guarantor otherwise permitted under the terms of this Agreement without the consent of all Lenders; (f) modify Sections 2.7, 3.4 or 3.5 or reduce any Fronting Fee shall be made without the consent of the L/C Issuer; or (g) affect adversely the interests, rights or obligations of any the Agent qua the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, the Collateral Agent any Lender or the Arranger (holder of any Note in its capacity exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, the Collateral Agent any Lender or the Arranger)holder of any Note under this Agreement or any other Loan Document shall, unless consented except as may be otherwise stated in such waiver or approval, be applicable to by such Agent, the Collateral Agent subsequent transactions. No waiver or the Arranger, as the case may be; (e) amend, modify approval hereunder shall require any similar or waive the provisions of clause (d) of Section 3.1.1 dissimilar waiver or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The Subject to Sections 2.8(c) and (d), the provisions of this Agreement and of each other Term Loan Document (other than the Fee Letter, which may be amended in accordance with its terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower or the relevant Guarantor and each Obligor party thereto the Required Lenders and acknowledged by the Required Term Loan LendersAdministrative Agent; provided, however, provided that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, 11.1 or clause (i) of Section 10.10, change the definition of “Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, ” shall be made without the consent of each Term Loan Lender affected therebyLender; (c) reduce any fees described in Section 2.4 payable to any Lender or, other than as contemplated by Section 2.16, extend the Maturity Date with respect to any Lender shall be made without the consent of such Lender; (d) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan Advance or fees (or reduce the principal amount of or rate of interest on any Term LoanAdvance) applicable to any Lender shall be made without the consent of such Lender; (e) subject to Section 6.1.9, release all or substantially all of the Guarantors under the Guaranty (except as expressly permitted by the Guaranty), or release all or substantially all of the Collateral under the Collateral Documents, in each case, shall be made without the consent of the holder of the Term Note evidencing such Term Loan;each affected Lender; or (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as such shall be made without consent of the Administrative Agent. Notwithstanding the foregoing, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case this Agreement may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is entered into (i) pursuant to Section 6.1.9 or (ii) for the purpose of implementing any increase to the Applicable Margin or to provide for the payment of any applicable OID or upfront fee in connection with the exercise of any “flex” provisions in the Fee Letter. No failure or delay on the part of the Administrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower or any Guarantor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. If any Lender is a Non-Consenting Lender, the Borrower shall be entitled at any time to replace such Lender with another financial institution willing to take such assignment and reasonably acceptable to the Administrative Agent; provided that (i) each Term Loan such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or Assignee Term Loan an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (ii) such assignment shall not conflict with applicable law and (iii) no Non-Consenting Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section unless and until such Non-Consenting Lender shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Non-Consenting Lender;, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Non-Consenting Lender under this Agreement.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Rate Protection Agreements or Letters of Credit, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; providedprovided that, however, that no such amendment, modification or waiver which wouldshall: (a) modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of each adversely affected Lender; (b) other than as set forth in Section 2.8, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest, principal or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2 and such waiver shall not constitute a reduction of the rate of interest hereunder); (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan consent of all Lenders (it being understood for the avoidance of doubt that, other than as specifically provided in this Agreement, including pursuant to (x) any Incremental Credit Increases (the consent requirements for which are set forth in Section 2.9) and (y) an Extension Amendment pursuant to Section 2.8, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or by a particular Class of Lenders on substantially the Required same basis as the Euro Term Loan Lenders shall be effective Loans, New Term A Loans, New Term B Loans and Revolving Commitments on the Closing Date); (e) increase the Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit; (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10, change a Borrower from its Obligations under the definition of Required Term Loan Lenders, increase Documents or any Term Loan Commitment Amount Subsidiary Guarantor from its obligations under a Guaranty or the Term Loan Percentage of any Term Loan Lender, release (ii) all or substantially all of the Term collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent (in its capacity as the Collateral Agent) any Issuer (in its capacity as Issuer), or the Arranger), Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by such Agent, the Collateral Agent such Issuer, or the Arrangersuch Swing Line Lender, as the case may be;; or (eh) amendeffect solely a repricing transaction in which any Class of Term Loans is refinanced with a Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower yield, modify unless consented to by (and only by) the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced tranche of Term Loans or waive modified Term Loans. No failure or delay on the provisions part of clause (d) any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Obligations and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Further, notwithstanding anything to the contrary contained in Section 10.1, if within sixty days following the Closing Date, the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each Term case, in any provision of the Loan Lender Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or Assignee Term consent of any other party to any Loan Lender;Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, waived if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and the Majority Lenders (other than the Engagement Letter or any Letter of Credit or application for a Letter of Credit, which shall be amended, modified or waived by the Required Term Loan Lendersparties thereto as provided therein); provided, however, that no such amendment, modification or waiver which that would: : (a) increase the Commitment Amount of any Lender shall be effective unless consented to by such Lender, (b) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; ; (bc) modify this Section 10.1, Section 2.8 or clause (i) of Section 10.104.8, change the definition definitions of “Majority Lenders”, “Required Term Loan Lenders” or “Borrowing Base” or “Percentage”, increase reduce any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lenderfees described in Article III, release all or a substantial portion of the Collateral Property except as provided in Section 9.9 and except that the Administrative Agent may release Collateral Property to the extent such Collateral Property is Disposed of pursuant to, and as permitted by, Section 7.2.9 of this Agreement (however, nothing contained in this clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or limit all or a substantially all of the Term Loan Obligations of any Guarantor under any Guaranty and Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) Agreement, or extend the Term Loan Commitment Termination Date, Date or the Letter of Credit Commitment Termination Date shall be made without the consent of each Term Loan Lender affected thereby; thereby and the Issuer; (cd) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or any other obligation (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of each Lender affected thereby (provided that a waiver or amendment of this Agreement or any other Loan Document that has the holder effect of waiving or avoiding a Default such that the Term Note evidencing such Term Loan; Default Rate shall not apply, shall not require the consent of each Lender affected thereby); (de) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent qua Administrative Agent or the Arranger Issuer qua the Issuer (in its capacity as Agent, including any change with respect to the Collateral obligations of the Borrower or the Lenders with respect to the Letter of Credit Liabilities) shall be made without consent of the Administrative Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be; , or (ef) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 10.4 without the consent of the Issuer, the Administrative Agent, the Arranger and each Term Lender. No failure or delay on the part of the Administrative Agent, or any other Lender Party, or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, or any other Lender Party or Assignee Term the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any waiver or approval thereafter to be granted hereunder. If any Lender refuses to grant its approval with respect to any matter requiring the approval of all Lenders and such matter shall have been approved by the Required Lenders (or such other number of lenders as provided in Section 4.12, as the case may be), then the Borrower, at the sole expense of the Borrower, may, after consultation with the Administrative Agent and upon notice to such Lender;, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.11.1), all of its obligations, interests and rights 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 such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, any unreimbursed participation in a drawing under a Letter of Credit, accrued interest, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, any unreimbursed participation in a Letter of Credit and accrued interest and fees) or the Borrower (in the case of all other amounts).

Waivers, Amendments, Etc. The provisions (a) Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of the Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Parent, the Borrower, any other Loan Party or their respective Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Borrower, the other applicable Loan Parties and the Required Lenders. Except as set forth in clause (b) below, all such amendments, modifications, terminations or waivers requiring the consent of each other Term Loan Document may the Lenders shall only require the written consent of the Required Lenders. Any waiver of any provision of this Agreement, and any consent to any departure by the Borrower from time to time the terms of any provision of this Agreement, shall be amendedeffective only in the specific instance and for the specific purpose for which given and shall be in writing and signed by: (i) in the case of a vote of the Required Lenders, modified the Administrative Agent and the Required Lenders; or waived(ii) the Administrative Agent, if such amendment, modification right to waive or waiver consent is in writing and consented expressly delegated to by the Borrower and each Obligor party thereto and by Administrative Agent under the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender;terms of this Agreement. (b) modify Notwithstanding clause (a), no amendment, modification, termination or waiver of this Section 10.1Agreement or any other Loan Document shall, or clause unless in writing and signed by the Administrative Agent, each affected L/C Issuer and each Lender directly affected thereby: (i) of Section 10.10, change increase the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or change the Term Loan Percentage of any Term affected Lender; (ii) reduce the principal of, rate of interest on, or fees payable with respect to any Loan or Letter of Credit Outstandings of any affected Lender, release all or substantially all of the Term Loan Collateral ; (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby; (ciii) extend the due date for, or reduce the amount or application of, any scheduled repayment payment or prepayment under clause (a), (b) or (c) of Section 3.1.2 of principal of or interest on any Term Loan or Reimbursement Obligation of any affected Lender; (iv) extend the due date for, or reduce the principal amount of or rate of, any payment of interest on (other than any Term Loan, waiver of any increase in the interest rate pursuant to Section 3.2.2) or fees as to any affected Lender; (v) release all or substantially all of the Collateral (which action shall be made without deemed to affect all the consent Lenders) other than in accordance with the terms of any Loan Document; (vi) release all or substantially all Loan Parties from their guarantee obligations under any Loan Document (which action shall be deemed to affect all the Lenders) other than in accordance with the terms of any Loan Document; (vii) alter in any manner the pro rata sharing of payments required hereunder (which action shall be deemed to affect all the Lenders) or the term “Pro Rata”; (viii) amend or waive this Section or the definition of the holder “Required Lenders”, or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document (including amending this clause (b)) or amending the voting percentages of the Term Note evidencing such Term Loan; Lenders (dwhich action shall be deemed to affect all the Lenders); (ix) change Section 8.6) (which shall be deemed to affect adversely all the interestsLenders); or (x) postpone the scheduled date of expiration of any Commitment of any affected Lender. Furthermore, no amendment, modification, termination or waiver affecting the rights or obligations duties of any the Administrative Agent, the Collateral Agent Swing Line Lender or any L/C Issuer under this Agreement or any other Loan Document shall be effective unless in writing and signed by the Arranger (in its capacity as Administrative Agent, the Collateral Agent Swing Line Lender or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerL/C Issuer, as the case may be;, in addition to Lenders required hereinabove to take such action. (ec) amendNo failure or delay or course of dealing on the part of any Lender Party in exercising any power, modify right, or waive privilege under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right, or privilege. No notice to or demand on the provisions Parent, the Borrower or any other Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. The remedies provided in this Agreement are cumulative and shall be in addition to and independent of clause all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy nor to be construed to be a waiver thereof, not shall it preclude the further exercise of any such right, power or remedy. (d) In addition, notwithstanding anything to the contrary contained in this Section 10.1 or any other Loan Document, (a) if the Administrative Agent and any Loan Party have jointly identified an obvious error or any error or omission of Section 3.1.1 a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the applicable Loan Party shall be permitted to amend such provision; and (b) guarantees, Collateral Documents and related documents executed by any Loan Party or any Subsidiary in connection with this Agreement may be in a form reasonably determined by the penultimate paragraph of Section 7.2.12 Administrative Agent and may be amended, supplemented or waived without the consent of each Term any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel; (y) cure ambiguities, omissions, mistakes or defects; or (z) cause such guarantee, Collateral Document or other related documents to be consistent with this Agreement and the other Loan Lender or Assignee Term Loan Lender;Documents.

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and and, (x) in the case of an amendment or modification, is consented to by the Borrower Borrowers and each Obligor party thereto and the Required Lenders or (y) in the case of a waiver of any obligation of any Credit Party or of compliance by any Credit Party with any prohibition contained in this Agreement or any other Loan Document, is consented to by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldwaiver: (ai) modify which would change the aggregate unpaid principal amount of any requirement Loan, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (bii) which would modify this Section 10.1, or clause (i) of Section 10.10, change the definition of "Required Term Loan Lenders, ," increase any Term Loan Commitment Amount or the Commitment, change Term Loan Percentage of for any Term Loan Lender, release all or substantially all discharge any Credit Party from its obligation to make payments in respect of Obligations, reduce any fees payable to the Lenders hereunder, extend the Maturity Date of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement Loans or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, subject any Lender to any additional obligations shall be made without the consent of each Term Loan Lender affected therebyLender; (ciii) which would subject any Lender to any additional obligations shall be made without the consent of each Lender; (iv) which would extend the due date for, or increase or reduce the amount or application of, any scheduled repayment payment or prepayment of principal of or interest on any Term Loan (or increase or reduce the principal amount of or rate of interest on any Term Loan), shall be made without the consent of the holder of the Term Note evidencing such Term Loan;each Lender affected thereby; or (dv) which would affect adversely the interests, rights rights, compensation or obligations of an Agent shall be made without the consent of each Agent affected thereby. (b) No failure or delay on the part of any Agent, any Lender or any holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Credit Party in any case shall entitle it or any other Credit Party to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Lender or any holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (c) Neither any Lender nor any Agent shall be under any obligation to marshal any assets in favor of any Borrower or any other Credit Party or other Person against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Borrowers make a payment or payments to an Agent or the Lenders, or the Collateral Agent or the Arranger (in its capacity as AgentLenders enforces the security interests or exercise rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Collateral Agent obligation or the Arranger)part thereof originally intended to be satisfied, unless consented to by and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such Agent, the Collateral Agent payment had not been made or the Arranger, as the case may be; (e) amend, modify such enforcement or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;setoff had not occurred.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the each Borrower and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders, the Majority Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, SECTION 11.1 or clause (i) of Section 10.10SECTION 10.10(C), change the definition of Required Term Loan Lenders"REQUIRED LENDERS" or "MAJORITY LENDERS", increase any Revolving Commitment Amount or Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in ARTICLE III, release all or substantially all of the Term Loan Collateral (collateral security except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) Document or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender affected therebyand each holder of a Note; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term Note evidencing Lender holding such Term Loan; (d) affect adversely the interests, rights or obligations of any Agent, Issuer QUA the Collateral Agent or Issuer shall be made without the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by consent of such Agent, the Collateral Agent or the Arranger, as the case may beIssuer; (e) amendaffect adversely the interests, modify rights or waive obligations of the provisions Administrative Agent QUA the Administrative Agent shall be made without consent of clause the Administrative Agent; and (df) affect adversely the interests, rights or obligations of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 Documentation Agent QUA the Documentation Agent shall be made without the consent of each Term Loan the Documentation Agent. No failure or delay on the part of the Administrative Agent, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on either Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. EACH LENDER AGREES WITH AND IN FAVOR OF EACH OTHER LENDER (WHICH AGREEMENT SHALL NOT BE FOR THE BENEFIT OF EITHER BORROWER OR ANY OF ITS SUBSIDIARIES) THAT NO OBLIGOR'S OBLIGATIONS TO SUCH LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE OR WILL BE SECURED BY ANY REAL PROPERTY COLLATERAL NOW OR HEREAFTER ACQUIRED BY SUCH LENDER.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which wouldshall: (a) extend any Commitment Termination Date or modify any requirement hereunder that any particular action be taken by this SECTION 11.1 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lendersincrease any Commitment Amount, increase the aggregate amount of any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all or substantially all increase the aggregate amount of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in ARTICLE III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forStated Maturity Date for any Lender's Loan, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanLender's Loan or extend the date on which interest or fees are payable in respect of such Lender's Loans, shall be made in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to SECTION 9.2 and SECTION 9.3 of amounts owing with respect to the holder Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders); (d) change the definition of "Required Lenders" or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; (f) release (i) any Guarantor from its obligations under a Guaranty (except as contemplated under this Agreement with respect to the Cayenta Group upon the issuance of shares in connection with the initial public offering of Cayenta pursuant to the terms of the applicable underwriting agreement) or (ii) all or substantially all of the collateral under the Loan Documents, in either case without the consent of all Lenders as expressly provided herein or therein; (g) change any of the terms of CLAUSE (d) of SECTION 2.4 or SECTION 2.8 without the consent of CSFB; or (h) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such Agent, the Collateral Administrative Agent or the Arrangersuch Issuer, as the case may be; (e) amend. Notwithstanding the foregoing, modify any technical amendments or waive modifications to this Agreement required to give effect to the provisions issuance of clause (d) of Section 3.1.1 the Term C Loan Commitment or the penultimate paragraph of Section 7.2.12 without Term C Loans in accordance with SECTION 2.3(c) shall only require the consent of each the Administrative Agent, the Term C Loan Lenders and the Borrower. Any technical amendments or modifications to this Agreement required to give effect to the increase, if any, in the interest rate (and Applicable Margin) with respect to the Term B Loans in accordance with SECTION 3.3(c) shall only require the consent of the Administrative Agent, the Term B Loan Lenders and the Borrower. No failure or delay on the part of the Administrative Agent, any Issuer or any Lender in exercising any power or Assignee Term right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which wouldshall: (a) modify any requirement hereunder that any particular action be taken by this SECTION 11.1 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan LenderLenders; (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all increase the aggregate amount of any Loans or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement Additional TLCs required to be made or applicable Term Loan Security Document) or purchased by a Lender pursuant to its Commitments, extend the Term Loan -90- final Commitment Termination Date, shall be Date of Credit Extensions made (or participated in) by a Lender or reduce any fees described in ARTICLE III payable to any Lender without the consent of each Term Loan Lender affected therebysuch Lender; (c) extend the due date forfinal Stated Maturity Date for any Lender's Loan or Additional TLC, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term LoanLender's Loan or Additional TLC or extend the date on which scheduled payments of principal, or payments of interest or fees are payable in respect of any Lender's Loans or Additional TLCs, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to SECTION 9.2 and SECTION 9.3 of amounts owing with respect to the Loans, Additional TLCs and other Obligations shall only require the vote of the Required Lenders); (d) reduce the percentage set forth in the definition of "Required Lenders" or any requirement hereunder that any particular action be made taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit or extend the Stated Expiry Date of any Letter of Credit to a date which is subsequent to the Revolving Loan Commitment Termination Date, in each case, unless consented to by the Issuer of such Letter of Credit; (f) except as otherwise expressly provided in this Agreement or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty other than in connection with a Disposition of all or substantially all of the Capital Securities of such Guarantor in a transaction permitted by SECTION 7.2.9 as in effect from time to time or (ii) all or substantially all of the collateral under the Loan Documents, in either case without the consent of all Lenders; (g) change any of the terms of CLAUSE (c) of SECTION 2.1.4 or SECTION 2.3.2 without the consent of the holder of the Term Note evidencing such Term Loan;Swing Line Lender; or (dh) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Syndication Agent (in its capacity as the Syndication Agent) or the Arrangerany Issuer (in its capacity as Issuer), unless consented to by such the Administrative Agent, the Collateral Syndication Agent or the Arrangersuch Issuer, as the case may be; (e) amend. No failure or delay on the part of the Administrative Agent, modify the Syndication Agent, any Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the consent of each Term Administrative Agent, the Syndication Agent, any Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. -91-

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, 10.1 or clause (i) of Section 10.10, change ------------ ---------- ------------- the definition of "Required Term Loan Lenders", increase reduce any fees described in Section ------- 3.3 or extend the Term Loan Commitment Amount Termination Date shall be made --- without the consent of each Lender adversely affected thereby; (c) increase the aggregate amount any Lender would be required to lend to the Borrower hereunder shall be made without the consent of such Lender; (d) extend the due date for, or reduce the Term Loan Percentage amount of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan Lender, (it being understood and agreed that an increase in the amount of any Indebtedness of the Borrower under this Agreement and any subsequent pro rata scheduled prepayment of such increased amount --- ---- pursuant to the terms of this Agreement shall not be deemed to be a reduction of the scheduled prepayment of the other Indebtedness of the Borrower under this Agreement to the extent such prepayment is pro rata --- ---- among all Lenders) or reduce the principal amount of or rate of interest on any Term Loan shall be made without the consent of the holder of such Term Loan; (e) release all or substantially all of the Term Loan Collateral (Collateral, except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend Document (it being understood and agreed that an increase in the Term Loan Commitment Termination Dateamount of any Indebtedness of the Borrower under this Agreement secured ratably by the Collateral shall not be deemed to be a release of Collateral), shall be made without the consent of each Term Loan Lender affected thereby;Lender; or (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend. No failure or delay on the part of any Agent, modify or waive the provisions of clause (d) of Section 3.1.1 any Lender or the penultimate paragraph holder of Section 7.2.12 without the consent of each any Term Loan in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Lender or Assignee the holder of any Term Loan Lender;under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: : (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; ; (b) modify the first sentence of Section 4.8, Section 4.9 or this Section 10.1, or clause (i) of Section 10.10, change the definition of “Required Term Loan Lenders”, increase reduce any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lenderfees described in Article III or, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided the manner set forth in this Agreement or applicable Term Loan Security Document) or Section 2.10, extend the Term Loan Commitment Termination Maturity Date, shall be made without the consent of each Term Loan Lender affected thereby; Lender; (c) except in the manner set forth in Section 2.10, extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or LC Disbursement (or reduce the principal amount of or rate of interest on any Term Loan, Loan or LC Disbursement) shall be made without the consent of the holder of the Term Note evidencing Lender which made such Term Loan; Loan or is otherwise affected thereby; (d) release the Borrower from any guarantee given under Section 2.12.2 in respect of a Foreign Borrower without the consent of each Lender directly affected thereby or (e) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral an Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 shall be made without the consent of each Term such Agent; provided, further, that no such amendment, modification or waiver which would either increase any Commitment, the Commitment Amount or the Percentage of any Lender, or modify the rights, duties or obligations of any Agent, Issuing Bank or the Swingline Lender, shall be effective without the consent of such Lender, such Agent, such Issuing Bank or such Swingline Lender, as applicable. No failure or delay on the part of the Administrative Agent, any Lender, any Issuing Bank or Swingline Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender, any Issuing Bank or Swingline Lender under this Agreement or Assignee Term any other Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderLender (other than pursuant to clause (c) of Section 2.1.2), reduce any fees described in Section 3.3 (other than the administration fee referred to in Section 3.3.2), release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, if any, release all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, any such Subsidiary Guaranty, a Security Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on or fees payable in respect of any Term LoanLoan or any Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), shall be made without the consent of the holder of the Term Note evidencing such Term Loan; Loan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; 97 105 (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer or the Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Arranger), unless consented to by such Agent, the Collateral Agent Issuer or the Arranger, as the case may be; (e) amend, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Trade Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Majority Lenders and, if applicable, the Required Term Loan LendersLenders and (in all cases) subject to the terms of the Intercreditor Agreement, if applicable to the particular amendment, modification or waiver; provided, however, that no such amendment, modification or waiver which would: (ai) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (bii) modify this Section 10.111.1, or clause (i) of Section 10.10, change reduce the percentage specified in the definition of Required Term Loan "Majority Lenders", increase reduce any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lenderfees described in Article III, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender; (iii) increase the Commitment Amount or (except as otherwise contemplated by this Agreement, including the definition "Aggregate Amount") the Percentage of any Lender without the consent of each Lender adversely affected thereby; (civ) extend the due date for, or reduce the amount or application of, (A) any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Term Loan) shall be made without the consent of each Lender adversely affected thereby, or (B) any Reimbursement Obligation shall be made without the consent of the holder of the Term Note evidencing Lender to whom such Term LoanReimbursement Obligation is owed; (dv) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (either Fronting Bank in its capacity as Agent, a Fronting Bank shall be made without the Collateral Agent or the Arranger), unless consented to by consent of such Agent, the Collateral Agent or the Arranger, as the case may beFronting Bank; (evi) amendaffect adversely the interests, modify rights or waive obligations of the provisions of clause (d) of Section 3.1.1 or Managing Agents in their capacity as the penultimate paragraph of Section 7.2.12 Managing Agents shall be made without the consent of each Term Loan Managing Agent; or (vii) affect adversely the interests, rights or obligations of the Administrative Agent in its capacity as the Administrative Agent shall be made without consent of the Administrative Agent. No failure or delay on the part of any Agent or any Lender in exercising any power or Assignee Term Loan Lender;right under this Agreement or any other Trade Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent or any Lender under this Agreement or any other Trade Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement ------------------------ and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such -------- ------- amendment, modification or waiver which wouldshall: (a) extend any Commitment Termination Date or the date of any mandatory Commitment reduction under clause (a) of Section 2.2.2 or modify any requirement hereunder that any particular action be taken by ---------- ------------- this Section 10.1 without the consent of all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender;Lenders; ------------ (b) modify this Section 10.1, or clause (i) increase the aggregate amount of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Lender's Percentage of any Term Loan LenderCommitment Amount, release all or substantially all increase the aggregate amount of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of each Term Loan Lender affected therebysuch ----------- Lender; (c) extend the Stated Maturity Date for any Lender's Loan or the due date forof any interest thereon, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Lender's Loan, shall be made without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect ----------- ----------- to the holder Loans and other Obligations shall only require the vote of the Term Note evidencing such Term LoanRequired Lenders); (d) change the definition of "Required Lenders" or any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer; (f) except as permitted by the Borrower Security Agreement, Borrower Pledge Agreement, Subsidiary Security Agreement or Subsidiary Guarantee, release (i) any of the guarantees of any Restricted Subsidiary or (ii) all or substantially all of the collateral or Pledged Shares as such term is defined in the Borrower Pledge Agreement), in either case without the consent of all Lenders as expressly provided herein or therein; or (g) affect adversely the interests, rights or obligations of any the Administrative Agent qua the Administrative Agent, the Collateral Syndication Agent --- qua the Syndication Agent, the Documentation Agent qua the Documentation --- --- Agent, any Arranging Agent qua Arranging Agent or the Arranger (in its capacity as AgentIssuer qua Issuer, the Collateral Agent or the Arranger), --- --- unless consented to by such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be; (e) amend. No failure or delay on the part of any Agent, modify the Issuer or waive the provisions any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of clause (d) of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 without any other power or right. No notice to or demand on the consent of each Term Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Issuer or any Lender under this Agreement or any other Loan Lender Document shall, except as may be otherwise stated in such waiver or Assignee Term Loan Lender;approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (other than Cash Management Agreements, Rate Protection Agreements and the Letters of Credit and the Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto the Required Lenders and acknowledged by the Required Term Loan LendersAdministrative Agent; provided, however, provided that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender; (c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees or any scheduled payment (but not prepayments) of principal are payable in respect of such Lender’s Loans, in each case without the consent of such Lender; provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2; and provided, further that the Stated Maturity Date in respect of all of the Loans and Commitments of any Lender in respect of the Term Loans or the Revolving Loan Commitments may be extended with the consent of such Lender, and such consent shall be sufficient without the consent of the Required Lenders or any other Person; (d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Term Loan Lenders or by consent of all Lenders; (e) increase the Required Term Loan Lenders shall be effective Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit (and the consent of such Issuer shall be sufficient without the consent of the Required Lenders or any other Person); (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause release (i) of Section 10.10, change any Borrower from its Obligations under the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount Documents or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term value of the Guaranty or (ii) all or substantially all of the Collateral under the Loan Collateral (except Documents, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan; (dg) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as an Administrative Agent), the Collateral Agent Swing Line Lender (in its capacity as the Swing Line Lender) or the Arrangerany Issuer (in its capacity as an Issuer), unless consented to by such Administrative Agent, the Collateral Agent such Swing Line Lender or the Arrangersuch Issuer, as the case may be;; or (eh) amendpermit assignments by any Obligor of its rights or obligations under the credit facilities without the written consent of each Lender, modify the Administrative Agent, the Collateral Agent, the Swing Line Lender and the Issuers. No failure or waive delay on the provisions part of clause (d) any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of Section 3.1.1 any such power or right preclude any other or further exercise thereof or the penultimate paragraph exercise of Section 7.2.12 any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (z) 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 Term affected Lender that by its terms affects any Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. The rights of Sponsor Permitted Assignees are set forth in and subject to Section 12.10.2(f). Any term or provision of this Section 12.1 to the contrary notwithstanding, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Lender Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or Assignee Term consent of any other party to any Loan Lender;Document.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document (not including, for any purposes of this Section 10.1, the Proposal Letter or any Rate Protection Agreement, each of which shall be governed by the terms thereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify this Section without the consent of all Lenders; (b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each case without the consent of such Lender directly affected thereby (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce the principal amount of or rate of interest on any Lender's Loan or Reimbursement Obligation owing to it, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each case without the consent of such Lender directly affected thereby; (d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all the Term Loan a specific percentage of Lenders (whether it be Required Lenders or by all Lenders) without the Required Term Loan Lenders shall be effective consent of all Lenders; (i) increase the Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit, (ii) extend the Stated Expiry Date of any Subfacility Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of the proviso to Section 2.1.2(a), without the consent of all of the Lenders deemed to participate in such Letter of Credit or (iii) extend the Stated Expiry Date of any Standby Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of the proviso to Section 2.1.3(a), without the consent of all of the Lenders deemed to participate in such Letter of Credit; (bf) modify this Section 10.1except as otherwise expressly provided in a Loan Document, or clause (i) of Section 10.10release the Borrowers from their Obligations under the Loan Documents, change (ii) release parties from the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release Subsidiary Guaranty comprising all or substantially all of the Term value represented by the Subsidiary Guaranty or all or substantially all of the collateral from the Liens under the Loan Collateral Documents, or a material portion of the Borrowing Base Assets (except as permitted in accordance with Section 7.2.11), or (iii) increase the five (5%) percent of the Borrowing Base cap on Special Agent Advances contained in Section 2.1.1 or Section 10.21, in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Documentcase, with respect to each of subclauses (i), (ii) or extend the Term Loan Commitment Termination Dateand (iii), shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (ci) extend increase the due date foradvance percentage rates constituting part of the Borrowing Base, (ii) increase the Revolving Loan Commitment Amount or reduce the Standby Letter of Credit Commitment Amount or (iii) decrease the amount of Adjusted Excess Availability required under Section 7.2.4(a) or application ofincrease the advance percentage rates constituting part of the Adjusted Borrowing Base, any scheduled repayment or prepayment in each case with respect to each of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loansubclauses (i), shall be made (ii) and (iii), without the consent of the holder of the Term Note evidencing such Term Loanall Lenders; (dh) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent), the Collateral Agent Issuer (in its capacity as Issuer) or the ArrangerCollateral Monitoring Agent (in its capacity as Collateral Monitoring Agent), unless consented to by such the Administrative Agent, the Collateral Agent Issuer or the ArrangerCollateral Monitoring Agent, as the case may be;; or (ei) amendchange the relative priority of the Obligations set forth in Section 8.4, modify or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 without the consent of each Term all Lenders. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Lender Document shall operate as a waiver thereof, nor shall any single or Assignee Term partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. All rights and remedies provided for in this Agreement are cumulative, and not exclusive of rights and remedies provided by law. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Lender;Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified modified, or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan LendersBanks; providedPROVIDED, howeverHOWEVER, that no such amendment, modification modification, or waiver which wouldwaiver: (a) which would modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders Banks or by the Required Term Loan Lenders Banks shall be effective unless consented to by each Term Loan LenderBank; (b) which would modify Section 3.8, Section 3.9 or this Section 10.1, or clause (i) release any collateral at the time provided by any of Section 10.10the Ship Mortgages, change the definition of "Required Term Loan LendersBanks", increase any Term Loan the Total Tranche A Revolving Credit Commitment Amount Amount, the Total Tranche B Revolving Credit Commitment Amount, or the Term Loan Percentage of any Term Loan LenderBank (except as expressly contemplated by clause (d) of the definitions of the terms Tranche A Commitment Termination Date and Tranche B Commitment Termination Date), release all reduce any fees described in Article II, or substantially all extend the Tranche A Commitment Termination Date or the Tranche B Commitment Termination Date (except as expressly contemplated by clause (d) of the definitions of the terms Tranche A Commitment 44 50 Termination Date and Tranche B Commitment Termination Date) or the Maturity Date of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination DateLoans, shall be made without the consent of each Term Loan Lender affected therebyBank; (c) which would extend the due date for, or reduce the amount or application of, any scheduled repayment payment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan), shall be made without the consent of the holder of the Term Note evidencing such Term Loan;; or (d) which would affect adversely the interests, rights or obligations of any the Agent QUA the Agent, shall be made without consent of the Agent. No failure or delay on the part of the Agent, the Collateral Agent Trustee, any Bank, or the Arranger (holder of any Note in its capacity exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, the Collateral Agent Trustee, any Bank, or the Arranger)holder of any Note under this Agreement or any other Loan Document shall, unless consented except as may be otherwise stated in such waiver or approval, be applicable to by such Agent, the Collateral Agent subsequent transactions. No waiver or the Arranger, as the case may be; (e) amend, modify approval hereunder shall require any similar or waive the provisions of clause (d) of Section 3.1.1 dissimilar waiver or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender or Assignee Term Loan Lender;approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders; (b) increase the aggregate amount of any Loans held by a Lender or extend the Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article 3 payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2); (d) make any change to the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (ce) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loan;[reserved]; or (df) affect adversely the interests, rights or obligations of any Agent, the Collateral Administrative Agent or the Arranger (in its capacity as the Administrative Agent, the Collateral Agent or the Arranger), ) unless consented to by the Administrative Agent. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Agent, the Collateral Agent power or right preclude any other or further exercise thereof or the Arrangerexercise of any other power or right. No notice to or demand on any Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as the case may be; (e) amendbe otherwise stated in such waiver or approval, modify be applicable to subsequent transactions. No waiver or waive the provisions of clause (d) of Section 3.1.1 approval hereunder shall require any similar or the penultimate paragraph of Section 7.2.12 without the consent of each Term Loan Lender dissimilar waiver or Assignee Term Loan Lender;approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement ------------------------ and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such -------- ------- amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (i) of Section 10.10, change the definition of ------------ "Required Term Loan Lenders", increase any Term Loan the Revolving Commitment Amount or the Term Loan ----------------- Percentage of any Term Loan Lender, reduce any fees described in Article III, change ----------- the schedule of repayments of Loans provided for in Section 3.1.2, release ------------- any Guarantor from its obligations pursuant to any Guaranty, release all or substantially all of the Term Loan Collateral (collateral security, except in each case as otherwise specifically provided in this Agreement or applicable Term any Loan Security Document) Document or extend the Term Loan Revolving Commitment Termination Date, Date or Maturity Date shall be made without the consent of each Term Loan Lender affected therebyand each holder of a Note; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan, ) shall be made without the consent of the holder of the Term that Note evidencing such Term Loan; (d) affect adversely the interests, rights or obligations of any the Agent qua the Agent shall be made without consent of the Agent, the Collateral Agent ; or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the Arranger, as the case may be;--- (e) amend, modify Section 2.7 or waive the provisions of clause (d) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 8.4 shall be made without the consent of each Term Loan the ----------- --- Letter of Credit Issuer. No failure or delay on the part of the Agent, any Lender or Assignee Term the holder of any Note in exercising any power or right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1, or clause (ia) of Section 10.10, change the definition of "Required Term Loan Lenders", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, reduce any fees described in Article III, release any material Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty, a Security Agreement or applicable Term Loan Security Documenta Pledge Agreement) or extend the Term Loan any Commitment Termination Date, Date shall be made without the consent of each Term Loan Lender adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Term Loan, ) or any Reimbursement Obligation (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor) shall be made without the consent of the holder of the Term Note evidencing such Term LoanLoan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent Issuer or the Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Arranger), unless consented to by such Agent, the Collateral Agent Issuer or the Arranger, as the case may be; (ei) amendchange the definition of "Borrowing Base Amount" , modify "Eligible Account" or waive "Net Asset Value" (in each case if the provisions effect of clause such change would be to require a Lender to make or participate in a Credit Extension in an amount that is greater than such Lender would have had to make or participate in immediately prior to such change) or (dii) have the effect (either immediately or at some later time) of Section 3.1.1 enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or the penultimate paragraph issuance of Section 7.2.12 a Letter of Credit without the consent of each Term Lenders holding at least 51% of the Revolving Loan Lender or Assignee Term Loan Lender;Commitments; or

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by Holdco, the Borrower Company and each Obligor party thereto and by the Required Term Loan Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Term Loan Lenders or by the Required Term Loan Lenders shall be effective unless consented to by each Term Loan Lender; (b) modify this Section 10.1SECTION 11.1, or clause (ia) of Section 10.10SECTION 11.10, change the definition definitions of "Required Term Loan Lenders" or "Total Exposure Amount", increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan LenderLender (other than pursuant to CLAUSE (b) or CLAUSE (d) of SECTION 2.1.1 or CLAUSE (c) of SECTION 2.1.2), reduce any fees described in SECTION 3.3 (other than the administration fee referred to in SECTION 3.3.2), release any material Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, Holdco from its obligations under Article X or all or substantially all of the Term Loan Collateral collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty, the Security Agreement or applicable Term Loan Security Documenta Pledge Agreement and it being understood that an increase in the amount of the Indebtedness of the Company secured ratably by such collateral security shall not be deemed a release of collateral security) or 105 extend the Term Loan any Commitment Termination Date, shall be made without the consent of each Term Loan Lender directly and adversely affected thereby; (c) extend the due date for, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on or fees payable in respect of any Term LoanLoan or any Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), shall be made without the consent of the holder Lender which has made such Loan or, in the case of a Reimbursement Obligation, the Term Note evidencing Issuer owed, and those Lenders participating in, such Term LoanReimbursement Obligation; (d) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent any Issuer or the Arranger (in its capacity as Agent, the Collateral Agent Issuer or the Arranger), unless consented to by such Agent, the Collateral Agent Issuer or the Arranger, as the case may be;; or (e) amend, modify or waive the provisions of clause CLAUSE (da)(i) of Section SECTION 3.1.1 or CLAUSE (b) of SECTION 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the penultimate paragraph rights of Section 7.2.12 Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of each Term the holders of at least a majority of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such amendment, modification or waiver, or, in the case of an amendment, modification or waiver affecting any Tranche or Tranches of Revolving Loan Commitments, the Lenders holding at least a majority of the Revolving Loan Commitments in respect of such Tranche or Tranches. For purposes of this Section 11.1, the Syndication Agent, in coordination with the Administrative Agent, shall have primary responsibility, together with the Company, in the negotiation, preparation and documentation relating to any amendment, modification or waiver of this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section. No failure or delay on the part of any Agent, any Issuer or any Lender in exercising any power or Assignee Term right under this Agreement or any other Loan Lender;Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Company in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document (not including, for any purposes of this Section 10.1 hereof, the Fee Letter or any Rate Protection Agreement, each of which shall be governed by the terms thereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and each Obligor party thereto and by the Required Term Loan Lenders; provided, however, that no such amendment, modification or waiver which wouldshall: (ai) modify this Section 10.1 without the consent of all Lenders; (ii) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of each Lender directly affected thereby (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 hereof of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders); (iii) reduce the principal amount of or rate of interest on any Lender’s Loan or Reimbursement Obligation owing to it, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of each Lender directly affected thereby; (iv) modify (A) the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by a specific percentage of Lenders (whether it be Required Lenders or all Lenders) without the Term consent of all Lenders, (B) the percentage set forth in the definition of “Required Revolving A Loan Lenders” or modify any requirement hereunder that any particular action be taken by a specific percentage of Revolving A Loan Lenders (whether it be Required Revolving A Loan Lenders or all Revolving A Loan Lenders) without the consent of all Revolving A Loan Lenders; or (C) the percentage set forth in the definition of “Required Revolving B Loan Lenders” or modify any requirement hereunder that any particular action be taken by the Required Term a specific percentage of Revolving B Loan Lenders shall (whether it be effective Required Revolving B Loan Lenders or all Revolving B Loan Lenders) without the consent of all Revolving B Loan Lenders; (A) increase the Stated Amount of any Letter of Credit unless consented to by each Term Loan Lenderthe Issuer of such Letter of Credit, (B) extend the Stated Expiry Date of any Subfacility Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of Section 2.1.2(b) hereof, without the consent of all of the Lenders deemed to participate in such Letter of Credit or (C) extend the Stated Expiry Date of any Standby Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of Section 2.1.3(b) hereof, without the consent of all of the Lenders deemed to participate in such Letter of Credit; (bvi) modify this Section 10.1except as otherwise expressly provided in a Loan Document, (A) release Borrowers from all of their Obligations under the Loan Documents, (B) release any parties from the Guarantee Agreement comprising all or substantially all of the value represented by the Guarantee Agreement, or clause (iC) of Section 10.10, change the definition of Required Term Loan Lenders, increase any Term Loan Commitment Amount or the Term Loan Percentage of any Term Loan Lender, release all or substantially all of the Term Collateral from the Liens under the Loan Collateral Documents or all or substantially all of the Borrowing Base Assets (except as permitted in accordance with Section 7.2.11 hereof), in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected therebyall Lenders; (cvii) extend increase the due date forfive (5%) percent of the Borrowing Base cap on Special Agent Advances made pursuant to Section 2.1.1 and additional Revolving A Loans made pursuant to Section 10.20 hereof, or reduce the amount or application of, any scheduled repayment or prepayment of principal of or interest on any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the consent of the holder of the Term Note evidencing such Term Loanall Lenders; (dviii) (A) increase the advance percentage rates constituting part of the Borrowing Base A (in excess of the stated advance percentage rates in effect on the date hereof), or (B) modify the definition of “Borrowing Base A” but only to the extent such proposed modification would result in the increase in the advance rates above those in effect on the date hereof, in each case without the consent of all Revolving A Loan Lenders and the Required Revolving B Loan Lenders; (A) increase the advance percentage rates constituting part of the Borrowing Base B (in excess of the stated advance percentage rates in effect on the date hereof), or (B) modify the definition of “Borrowing Base B” but only to the extent such proposed modification would result in the increase in the advance rates above those in effect on the date hereof, in each case without the consent of all Revolving B Loan Lenders; (x) except as provided in Section 2.2.1 hereof, increase the Revolving Loan Limit, the Revolving A Loan Limit, the Revolving B Loan Limit or the Maximum Credit, in each case without the consent of all Lenders; (xi) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent) or the Issuer (in its capacity as Issuer), in each case without the Collateral consent of Agent or the Arranger), unless consented to by such Agent, the Collateral Agent or the ArrangerIssuer, as the case may be; (exii) amend, modify or waive decrease the provisions minimum amount of clause (dExcess Availability required to be maintained by Borrowers under Section 7.2.4(a) of Section 3.1.1 or the penultimate paragraph of Section 7.2.12 hereof without the consent of the Required Supermajority Lenders; or (xiii) change the relative priority as set forth in Section 8.4 hereof, without the consent of all Lenders. (b) No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. All rights and remedies provided for in this Agreement are cumulative, and not exclusive of rights and remedies provided by law. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (c) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in connection with any amendment, modification, waiver, discharge or termination, in the event that any Lender whose consent thereto is required shall fail to consent or fail to consent in a timely manner (such Lender being referred to herein as a “Non-Consenting Lender”), but the consent of any other Lenders to such amendment, modification, waiver, discharge or termination that is required are obtained, if any, then Wachovia Bank shall have the right, but not the obligation, at any time thereafter to cause such Non-Consenting Lender, and upon the exercise by Wachovia Bank of such right, such Non-Consenting Lender shall have the obligation, to sell, assign and transfer to Wachovia Bank or such Eligible Assignee as Wachovia Bank may specify, the Commitment of such Non-Consenting Lender and all rights and interests of such Non-Consenting Lender pursuant thereto. Wachovia Bank shall provide the Non-Consenting Lender with prior written notice of its intent to exercise its right under this Section, which notice shall specify on date on which such purchase and sale shall occur. Such purchase and sale shall be pursuant to the terms of a Lender Assignment Agreement (whether or not executed by the Non-Consenting Lender), except that on the date of such purchase and sale, Wachovia Bank, or such Eligible Assignee specified by Wachovia Bank, shall pay to the Non-Consenting Lender (except as Wachovia Bank and such Non-Consenting Lender may otherwise agree) the amount equal to: (i) the principal balance of the Loans held by the Non-Consenting Lender outstanding as of the close of business on the Business Day immediately preceding the effective date of such purchase and sale, plus (ii) amounts accrued and unpaid in respect of interest and fees payable to the Non-Consenting Lender to the effective date of the purchase, minus (iii) the amount of the closing fee received by the Non-Consenting Lender pursuant to the terms hereof, the Fee Letter or any of the other Loan Documents multiplied by the fraction, the numerator of which is the number of months remaining in the then current term of this Agreement and the denominator of which is the number of months in the then current term hereof. Such purchase and sale shall be effective on the date of the payment of such amount to the Non-Consenting Lender and the Commitment of the Non-Consenting Lender shall terminate on such date. (d) The consent of Agent and each Term Bank Product Provider that is providing Bank Products to Borrowers and has outstanding any such Bank Products at such time that are secured under the Loan Lender Documents shall be required for any amendment to the priority of payment of Obligations arising under or Assignee Term Loan Lender;pursuant to any Rate Protection Agreements of a Borrower or other Bank Products as set forth in Section 8.4 hereof.