Common use of Waivers; Amendments Clause in Contracts

Waivers; Amendments. (a) No delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to (i) reductions in the unpaid principal amount or extensions of the scheduled date for the payment of principal of the Loan, (ii) reductions in interest rates or fees or extensions of the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) that would alter the pro rata sharing of payments required thereby, (y) changes to 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 or (z) amendments and/or waivers of any of the conditions set forth in Section 4.01 or Section 4.02; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Document 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to Section 2.13(bchange Sections 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender, (vi) release any Credit Party from its obligations under the Loan Documents or release any Collateral, except as specifically provided for herein, without the written consent of each Lender, (zvii) amendments and/or waivers subordinate the Loans or any Collateral without the written consent of each Lender, (viii) waive or modify any conditions of extending the conditions Loans set forth in Section 4.01 2.19 without the written consent of each Lender affected thereby, or Section 4.02(ix) consent to the Collateral securing any other Indebtedness without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. (d) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above: (1) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; and (2) the Required Lenders may consent to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. Administrative Agent may, after consultation with the Borrower, agree to the modification of any term of this Credit Agreement or any other Loan Document to correct any printing, stenographic or clerical errors or omissions that are inconsistent with the terms hereof. (e) If Administrative Agent shall request the consent of any Lender to any amendment, change, waiver, discharge, termination, consent or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be. , such Lender shall be deemed to have given its consent to the request. (f) Notwithstanding the foregoing, any provision of this Agreement to the contrary none of the Lenders or the existing Borrower will be required to execute assumption or amendment documents to add a Person as a Borrower or as a Guarantor. If Real Property assets are added to the Pool in accordance with this Agreement and the owner is not already a Borrower, then such owner may be amended added as a Borrower as required by an agreement Section 5.12 pursuant to a Joinder Agreement in writing entered into the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, and in each case Borrower, the Required Lenders Guarantor, such owner and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting will enter into an amendment to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementEnvironmental Indemnity.

Waivers; Amendments. (a) No failure or delay by the Borrower, the Administrative Agent 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 rights and remedies of the Borrower, the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase or extend the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in decrease the principal amount of any Loan or decrease the rate of interest rates thereon, or decrease any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or decrease the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender, or (zvi) amendments and/or waivers change any provisions of this Agreement in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the conditions set forth in Section 4.01 or Section 4.02outstanding Loans and unused Commitments of each affected Class; and provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Swingline Lenders hereunder without the prior written consent of the Administrative AgentAgent or the Swingline Lenders, as the case may bebe and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Swingline Lender) or the Swingline Lender (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Swingline Lenders) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. Notwithstanding the foregoing, (1) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or (y) if affected by such amendment, any Swingline Lender stating that it objects to such amendment, and (2) the Commitments and Revolving Exposure of any Lender that is at the time a Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.

Waivers; Amendments. (a) No delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) each Lender affected thereby, or (civ) that would alter the pro rata sharing of payments required thereby, (y) changes to change any of the provisions of this Section, Section 2.14(c), 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. If the Administrative Agent and the Borrower acting together identify any ambiguity, as the case may be. Notwithstanding the foregoingomission, mistake, typographical error or other defect in any provision of this Agreement, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement may be amended by an agreement if the same is not objected to in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms within five Business Days of such agreement the Commitment receipt of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementnotice thereof.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither Except as provided in paragraph (c) of this Agreement nor Section, none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the written consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase a Commitment of any Lender without the unpaid principal amount or extensions written consent of the scheduled date for the payment of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan, or change the permitted currency thereof or reduce the rate of interest rates thereon, or reduce any fees or extensions payable to any Lender hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% each Lender affected thereby, (iv) waive or change Section 2.06(c) in a manner that would alter the ratable reduction of the Lenders will be required with respect to (x) changes to Commitments or Section 2.13(b2.15(b) or (c2.15(c) or any other provision providing for the pro rata sharing of payments among the Lenders in a manner that would alter the pro rata sharing of payments required thereby, in each case, without the written consent of each Lender affected thereby or (yv) changes to waive or change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof of any Loan Document 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as . (c) Notwithstanding anything to the case may be. Notwithstanding the foregoing, contrary in paragraph (b) of this Section: (i) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (iA) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (iiB) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; (ii) if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to this Agreement, it being agreed that the Administrative Agent shall provide a copy thereof to the Lenders promptly after the effectiveness thereof; (iii) this Agreement may be amended in the manner provided in Sections 2.06(d), 2.06(e)(iii) and 2.11(b); (iv) no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document or any provision hereof or thereof shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of paragraph (b) of this Section and then only in the event such Defaulting Lender shall be affected by such amendment, waiver or other modification. (d) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.02 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Term Loan Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in interest rates or fees or extensions reduce the principal amount of the dates for payment thereofTerm Loans or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of the Term Loans, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yv) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the 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 rights and remedies of the Administrative Agent Agent, the Issuing Bank 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 any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, the Issuing Bank or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither None of this Agreement nor Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided provided, however, that the no such amendment, waiver or consent of all affected Lenders will be required with respect to shall: (i) reductions in extend or increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or Letter of Credit or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or Letter of Credit, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; provided, however, that notwithstanding clause (ii) or (iii) of this Section 9.02(b), only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in Section 2.10(c), (iv) change Section 2.15(b), Section 2.15(c), Section 7.02 or any other Section hereof providing for the ratable treatment of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) in each case in a manner that would alter the order of payments or the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes release all or substantially all of the value of any Guaranty or the Collateral, without the written consent of each Lender, except to the extent the release of any Guarantor or Collateral is permitted pursuant to Article 8 or Section 9.17 (in which case such release may be made by the Administrative Agent acting alone), (vi) change any of the provisions of this Section or the percentage referred to in 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 hereunder, without the written consent of each Lender, or (zvii) amendments and/or waivers of waive any of the conditions condition set forth in Section 4.01 or (other than as it relates to the payment of fees and expenses of counsel), or, in the case of any Loans made on the Effective Date, Section 4.02; provided further that , without the written consent of each Lender and the Issuing Bank. Notwithstanding anything to the contrary herein, (i) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative AgentAgent or the Issuing Bank, as the case may be. Notwithstanding be (it being understood that any change to Sections 2.17 and 2.20 shall require the foregoingconsent of the Administrative Agent and the Issuing Bank), and (ii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower, the Required Lenders Borrower and the Administrative Agent if (i) by to cure any ambiguity, omission, defect or inconsistency, so long as, in each case, the terms Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such agreement the Commitment of each Lender not consenting notice to the amendment provided for therein shall terminate upon Lenders, a written notice from the effectiveness Required Lenders stating that the Required Lenders object to such amendment. (c) Notwithstanding the provisions of such amendment and (ii) at Section 9.02(b), this Agreement may be amended as contemplated by Section 2.18 to effect New Revolving Commitments or New Loans pursuant to an Incremental Amendment with only the time such amendment becomes effective, each Lender not consenting thereto receives payment in full consent of the principal of Administrative Agent, the Borrower and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementNew Lenders providing such New Commitments and/or New Loans.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, any LC 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 rights and remedies of the Administrative Agent Agent, the XX Xxxxx 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 Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making no Extension of a Loan Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, any LC Bank or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, each Guarantor and the Required Lenders or by the Borrower Borrower, each Guarantor and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or any Unreimbursed LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions other amounts payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, any Unreimbursed LC Disbursement or any interest thereon, or any fees or other amounts payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes other than with respect to the release of NiSource on the NiSource Release Date (which release shall be automatic as of such date), release any Guarantor from its obligations under the Guaranty or release all or substantially all of the Collateral except as expressly provided herein without the written consent of each Lender, (vi) waive any of the conditions precedent to the effectiveness of this Agreement set forth in Section 3.01 or any of the conditions precedent to the Effective Date set forth in Section 3.02, in each case, without the written consent of each Lender, (vii) issue any Letter of Credit with an expiry date, or extend the expiry date of any Letter of Credit to a date, that is later than the Termination Date without the written consent of each Lender, or (viii) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any LC Bank hereunder without the prior written consent of the Administrative AgentAgent or such LC Bank, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither Subject to Section 2.20(a)(i), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(a) or (c) or Section 7.02 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender, or (zvi) amendments and/or waivers release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except for (x) any release of a Subsidiary Guarantor that becomes an Excluded Subsidiary or (y) any release permitted by the terms of Section 22 of the Subsidiary Guaranty, which release, in each case, shall be permitted without the need for any consent or approval of any Lender), in each case, without the written consent of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as Agent and (y) no such agreement shall amend or modify Section 2.20 without the case may be. Notwithstanding the foregoing, any provision prior written consent of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementAgent.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender Credit Party in exercising any right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and Credit Parties under the Lenders hereunder Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan and/or the issuance, amendment, extension or renewal of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender Credit Party may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement any Loan Document nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; , provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender or increase the Letter of Credit Commitment of any Issuing Bank without the consent of all affected Lenders will be required with respect to (i) reductions in the unpaid principal amount or extensions of the scheduled date for the payment of principal of the Loansuch Issuing Bank, (ii) reductions in interest rates reduce the principal amount of any Loan or fees any reimbursement obligation with respect to a LC Disbursement, or extensions reduce the rate of any interest, or reduce any fees, payable under the dates for payment thereofLoan Documents, without the written consent of each Credit Party affected thereby, (iii) increases in postpone the amounts or extensions of the expiry date of payment at stated maturity of any Loan or the Lenders’ Commitments, and the consent date of 100% payment of the Lenders will be required any reimbursement obligation with respect to an LC Disbursement, or the date of any interest or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment, or postpone the stated termination or expiration of the Commitments without the written consent of each Credit Party affected thereby, (xiv) changes to Section 2.13(b) or (c) change any provision hereof in a manner that would alter the pro rata sharing of payments required by Section 2.10(b) or 2.10(c) or the pro rata reduction of Commitments required by Section 2.5(c), without the written consent of each Credit Party affected thereby, and (yv) changes to change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder hereunder, or (z) amendments and/or waivers change the currency in which Loans are to be made, Letters of any Credit are to be issued or payment under the Loan Documents is to be made, or add additional borrowers, without the written consent of the conditions set forth in Section 4.01 or Section 4.02; each Lender, and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative AgentAgent or such Issuing Banks, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementapplicable.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the written consent of the Required Lenders; provided that that, notwithstanding the consent of all affected Lenders will be required with respect to foregoing, no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby (other than in each case, additional interest rates or fees or extensions of the dates for payment thereofaccruing pursuant to Section 2.13(c)), (iii) increases in postpone the amounts Maturity Date or extensions any other scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to except as expressly provided in Section 2.13(b2.04(c)(v), change Section 2.18(b) or (c) or the last paragraph of Article VII in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes except as expressly provided in (and subject to the terms of) Section 2.04(c)(v), 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 hereunder, without the written consent of each Lender, or (zvi) amendments and/or waivers release the Company from its obligations under the Guaranty without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by of the Administrative Agent or any Lender in exercising any power or right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by Holdings, the Borrower or the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had No notice or knowledge of such Event of Default at demand on the timeBorrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement any Loan Document nor any provision hereof thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent and each of the parties thereto, in each case with the consent of the Required Lenders; , provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in forgive any portion of any Loan or extend the unpaid principal amount final scheduled maturity date of any Loan or extensions of reduce the scheduled stated rate, or forgive any portion, or extend the date for the payment payment, of principal any interest or fee payable hereunder (other than as a result of waiving the Loan, (ii) reductions applicability of any post-default increase in interest rates rates), or fees or extensions of the dates for payment thereof, (iii) increases amend Section 2.12 in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) a manner that would alter the pro rata sharing of payments required thereby, in each case without the written consent of each Lender directly and adversely affected thereby, or (yii) changes to amend, modify or waive any of the provisions provision of this Section 8.08(b) or the percentage set forth in the definition of “Required Lenders” or any other provision hereof specifying consent to the number assignment or percentage transfer by the Borrower of Lenders required to waiveits rights and obligations hereunder, amend or modify any rights hereunder or make any determination or grant any in each case without the written consent hereunder of each Lender directly and adversely affected thereby, or (ziii) amendments and/or waivers of any of the conditions set forth in Section 4.01 or Section 4.02; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties waive any provision of the Administrative Agent hereunder Article VII without the prior written consent of the Administrative Agent, as or (iv) release the Collateral or any Guarantee, in each case without the written consent of all Lenders. Any such agreement shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case may be. Notwithstanding the foregoingof any waiver, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms shall be restored to their former positions and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such agreement the Commitment waiver shall extend to any subsequent or other Default or Event of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it Default or accrued for its account under this Agreementimpair any right consequent thereon.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement No Loan Document (other than the Fee Letter) nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender; or (zvi) amendments and/or waivers release any Affiliate Guarantee, (excluding, for the avoidance of doubt, any release pursuant to Section 10.04(c) which shall occur in accordance with the terms of such Section 10.04(c)) without the conditions set forth in Section 4.01 or Section 4.02written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders ; and provided further that the Administrative Agent if may, with the written consent of the Borrower but without the consent of any other Lender, amend, modify or supplement the Loan Documents (i) by to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the terms rights of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and any Lender, (ii) at to reflect any change in the time such amendment becomes effective, each Lender not consenting thereto receives payment in full Company’s and the Parent’s name occurring on or prior to the Closing Date and (iii) as contemplated by the final sentence of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementSection 2.18.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent Agent, the Issuing Banks and the Lenders hereunder and under the Guarantee Agreement 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 the Guarantee Agreement or consent to any departure by the any Borrower or any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, any Lender or any Lender Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor the Guarantee Agreement nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers or the Guarantors, as the case may be, and the Required Lenders or by the Borrower Borrowers or the Guarantors, as the case may be, and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes release all or substantially all of the Guarantors from their obligations under the Guarantee Agreement, without the written consent of each Lender (except that no approval of the Lenders shall be required to release a Guarantor in connection with the disposition of all the capital stock of such Guarantor not prohibited by the Loan Documents) or (vi) change any of the provisions of this Section or the definition of “Commitment”, the definition of “Required Lenders”, the definition of “Applicable Percentage” 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or an Issuing Bank without the prior written consent of the Administrative AgentAgent or such Issuing Bank, as the case may be. Notwithstanding If the foregoingAdministrative Agent and the Parent Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by the Borroweror any other Loan Document, the Required Lenders and then the Administrative Agent if (i) by and the terms of Parent Borrower shall be permitted to amend, modify or supplement such agreement the Commitment of each Lender not consenting provision to the amendment provided for therein shall terminate upon the effectiveness of cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full shall become effective without any further action or consent of the principal of and interest accrued on the Loan made by it and all any other amounts owing party to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender Credit Party 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 rights and remedies of the Administrative Agent and the Lenders Credit Parties 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 any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender Credit Party may have had notice or knowledge of such Event of Default at the time. (b) Neither Except as provided in Section 2.21 with respect to an Incremental Term Loan Amendment, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders or by the Borrower Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions increase the Commitment of any Lender without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in the unpaid principal amount Section 4.02 or extensions of the scheduled date for the payment any Default is not considered an increase in Commitments of principal of the Loanany Lender), (ii) reductions 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 Lender affected thereby, provided, however, that only the consent of the Required Lenders shall be necessary to amend the provisions with respect to the application of default rate interest described in Section 2.13(c) and the last paragraph of Article VII or waive any obligation of any Borrower to pay interest rates or fees or extensions of the dates for payment thereofat such default rate, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment (in each case excluding, for the avoidance of doubt, mandatory prepayments under Section 2.11(c)), or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release the Company from its obligations under the Loan Documents without the written consent of each Lender, or (vi) 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 or hereunder, without the written consent of each Lender (z) amendments and/or waivers of any it being understood that, solely with the consent of the conditions set forth parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in Section 4.01 or Section 4.02the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent any Agent, 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 rights and remedies of the Administrative Agent Agents, 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 Revolving Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, Lender or any Lender Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither Subject to Sections 2.13(b), 2.21 and 9.02(d), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Revolving Borrower and the Required Lenders or by the Revolving Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions increase the Commitment of any Lender or modify the currency of any Commitment or currency in which a Lender is required to make a Loan without the unpaid principal amount or extensions written consent of the scheduled date for the payment of principal of the Loansuch Lender directly affected thereby, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) ), 2.20 or 7.02 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby (it being understood and agreed that (x) any increase in the total Commitments and related modifications approved by each Lender increasing any of its Commitments and by the Required Lenders shall not be deemed to alter the manner in which payments are shared or alter any other pro rata sharing of payments and (y) changes any “amend-and-extend” transaction that extends the Maturity Date only for those Lenders that agree to such an extension (which extension may include increased pricing and fees for such extending Lenders, and which extension shall not apply to those Lenders that do not approve such extension) shall not be deemed to alter the manner in which payments are shared or alter any other pro rata sharing of payments), (v) release all or substantially all Guarantors from their obligations under any Guaranty, except to the extent permitted hereunder (whether pursuant to any sale or other transfer of the relevant Guarantor permitted hereunder or as otherwise permitted hereunder) or with the consent of all the Lenders or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender directly affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any other Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such other Agent, such Issuing Bank or the Swingline Lender, as the case may be. . (c) Notwithstanding anything herein to the foregoingcontrary, Defaulting Lenders shall not be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver and, for purposes of determining the Required Lenders, the Commitments and the Loans of such Defaulting Lender shall be disregarded, in each case except as provided in Section 2.20(b). (d) If the Administrative Agent and the Revolving Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may or any other Loan Document, then the Administrative Agent and the Revolving Borrower shall be amended by an agreement in writing entered into by permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect; provided that (x) prior written notice of such proposed amendment, modification or supplement shall be given to the Borrower, Lenders and (y) the Required Lenders and do not object to such amendment, modification or supplement in writing to the Administrative Agent if (i) by the terms within five Business Days of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementnotice.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender Party 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 rights and remedies of the Administrative Agent and the Lenders Lender Parties 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to by an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the Borrower and the Administrative Agent parties thereto in accordance with the consent of the Required Lendersterms thereof; provided that the consent of all affected Lenders will be required with respect to no such agreement shall: (i) reductions in increase the unpaid Commitment of any Lender (or reallocate any portion of its Term A Loan Commitment or Term B Loan Commitment to the other tranche of Commitments) without its written consent; (ii) reduce the principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fee payable hereunder, without the scheduled written consent of each Lender Party affected thereby; (iii) postpone the maturity of any Loan or any date for the payment of principal of any interest or fee payable hereunder, or reduce the Loanamount of, (ii) reductions in interest rates waive or fees excuse any such payment, or extensions of postpone the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender Party affected thereby; (xiv) changes to change Section 2.13(b2.14(b) or (cSection 2.14(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender; (yv) changes to change any of the provisions provision of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision hereof of any Loan Document specifying the number or percentage of Lenders required to waivetake any action thereunder, amend without the written consent of each Lender; or (vi) amend, modify or modify waive any rights hereunder or make any determination or grant any provision of Section 2.08(b) without the written consent hereunder or (z) amendments and/or waivers of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the its prior written consent of the Administrative Agent, as the case may be. consent. (c) Notwithstanding the foregoing, if any provision Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of this Agreement may be amended each Lender (or all affected Lenders) and that has been approved by an agreement in writing entered into by the Borrower, the Required Lenders and (a “Non-Consenting Lender’), the Administrative Agent if Borrower may replace such Non-Consenting Lender in accordance with Section 2.16; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 2.16 (i) together with all other such assignments required by the terms of such agreement the Commitment of each Lender not consenting Borrower to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan be made by it and all other amounts owing pursuant to it or accrued for its account under this Agreementparagraph).

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and Agent, the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement any Loan Document nor any provision hereof thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; , provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fees payable hereunder, without the scheduled written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or any date for the payment of the principal amount of any Loan or any interest or fees payable hereunder, or reduce the Loanamount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iiiv) reductions in interest rates or fees or extensions of the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to change Section 2.13(b2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby, (yv) changes to change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or any other provision hereof of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder thereunder or make any determination or grant any consent hereunder thereunder, without the written consent of each Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof) or (zvi) amendments and/or waivers of any release all or substantially all the Collateral from the Liens of the conditions set forth in Section 4.01 or Section 4.02; Security Documents, without the written consent of each Lender, provided further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) In connection with any proposed amendment, as modification, waiver or termination (a “Proposed Change”) requiring the case may be. Notwithstanding consent of all Lenders or all affected Lenders, if the foregoing, any provision consent of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent if Agent, require such Non-Consenting Lender to assign and delegate, without recourse (i) by the terms of such agreement the Commitment of each Lender not consenting in accordance with and subject to the amendment restrictions contained in Section 9.04), all (but not less than all) its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided for therein shall terminate upon that (a) to the effectiveness of extent an assignment to such amendment and (ii) at Lender would require the time such amendment becomes effective, each Lender not consenting thereto receives payment in full consent of the Administrative Agent under Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of and its Loans, accrued interest thereon, accrued on the Loan made by it fees and all other amounts owing payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or accrued for its account under this Agreementthe Borrower (in the case of all other amounts) and (c) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b).

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents 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 Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither Except as otherwise set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, that no such agreement shall (i) increase the Commitment of any Lender without the written consent of each Lender directly affected thereby, it being understood that the waiver of any Default shall not constitute an increase of any Commitment of any Lender, (ii) reduce the principal amount of the Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby; provided that only the consent of all affected the Required Lenders will shall be required with respect necessary to amend Section 2.12(c) or to waive any obligation of the Borrower to pay interest at the rate set forth therein, (iiii) reductions in the unpaid principal amount or extensions of postpone the scheduled date for the of payment of the principal amount of the Loan, (ii) reductions in or any interest rates thereon, or any fees payable hereunder, or extensions reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the dates for payment thereofwritten consent of each Lender directly affected thereby, (iiiiv) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby, (yv) changes to change any of the provisions of this Section or Section, 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 or (zvi) amendments and/or waivers of any release all or substantially all of the conditions Guarantors from their obligations under any Guarantee Agreement (other than pursuant to the proviso set forth in Section 4.01 or Section 4.025.09(a)), without the consent of each Lender; provided further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and (2) the Administrative Agent if and the Borrower may, with the consent of the other but without the consent of any other Person, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical or technical error, defect or inconsistency. Notwithstanding anything to the contrary herein (ix) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder which does not require the consent of each affected Lender (it being understood that Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the terms Lenders hereunder requiring any consent of less than all affected Lenders) and (y) no amendment, waiver or modification may affect one Tranche of Lenders adversely vis-à-vis any other Tranche of Lenders in respect of the right to or priority of payments or Guarantees without the consent of Lenders with Loans or Commitments, as applicable, aggregating more than 50% of the aggregate principal amount of Loans or Commitments, as applicable, of such agreement the Commitment adversely affected Tranche of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementLenders.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Sectionbelow, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither None of this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders or by the Borrower Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or fees reduce any Fees or extensions other amounts payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts scheduled date of payment or extensions prepayment of the expiry principal amount of any Loan, or any interest payable hereunder, or any Fees or other amounts payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b) or (c) 2.17 in a manner that would alter the pro rata sharing of payments required any payment without the written consent of each Lender affected thereby, (yv) changes to reduce or terminate the obligations of the guarantor under Article IX or (vi) 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 in order to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or Agent, any Lender or the L/C Issuer 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 rights and remedies of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or Agent, any Lender or the L/C Issuer may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower each Obligor and the Required Lenders or by the Borrower each Obligor and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or L/C Borrowing or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) ), or any other provision of this Agreement, in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yv) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, however that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent; provided further that no such agreement shall amend, as modify or otherwise affect the case may beobligation under Article X without the prior written consent of the Guarantor provided further that no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement. Notwithstanding anything to the foregoingcontrary herein, no Defaulting Lender shall have any provision 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 this Agreement all Lenders or each affected Lender may be amended by an agreement in writing entered into by effected with the Borrowerconsent of the applicable Lenders other than Defaulting Lenders), the Required Lenders and the Administrative Agent if except that (ix) by the terms of such agreement the Commitment of each any Defaulting Lender may not consenting to be increased or extended without the amendment provided for therein shall terminate upon the effectiveness consent of such amendment Lender and (iiy) at any waiver, amendment or modification requiring the time consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementDefaulting Lender.

Waivers; Amendments. (a) No failure or delay by the Syndication Agent and the Administrative Agent 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 rights and remedies of the Syndication Agent and the Administrative Agent 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 Borrower Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Company and the Required Lenders or by the Borrower Company and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees or any other amount payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yv) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, any Lender or any Lender Issuing Bank may have had notice or knowledge of such Event of Default at the time. (ba) Neither Subject to Section 2.04, Sections 2.14(b) and (c) and Section 9.02(c) below, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases except as provided in Section 2.21, postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to Section 2.13(bchange Sections 2.09(c) or (c) 2.18 in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, (y) changes to 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 or (z) amendments and/or waivers of any of the conditions set forth in Section 4.01 or Section 4.02; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of each Lender, (v) change the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision payment waterfall provisions of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (iSection 2.20(b) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.152 DB3/ 204690278.10

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions increase or extend the Commitment of any Lender without the written consent of such Lender, except as provided in the unpaid principal amount or extensions of the scheduled date for the payment of principal of the LoanSection 2.01(c), (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release the Limited Partner from any of its obligations under the Guaranty Agreement without the written consent of each Lender, or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, Collateral Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided provided, that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount outstanding of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.14(b) or (c) in a manner that would alter the pro rata sharing of payments required therebythereby without the written consent of each Lender, or (yv) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further and, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time.other (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; , provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to change any of the provisions of this Section or the definition of “the term "Required Lenders” " or any other provision hereof of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights hereunder thereunder or make any determination or grant any consent hereunder thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (zvi) amendments and/or waivers release any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement (except as expressly provided in the Guarantee Agreement), or limit its liability in respect of any such Guarantee, without the written consent of each Lender, (vii) release all or substantially all of the conditions Collateral from the Liens of the Security Documents (except as expressly set forth in the Security Documents), without the written consent of each Lender, (viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class or (ix) change the rights of the Tranche B Lenders to decline mandatory prepayments as provided in Section 4.01 or Section 4.02; 2.11, without the written consent of Tranche B Lenders holding a majority of the outstanding Tranche B Loans, and provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, and (B) any provision waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Tranche A Lenders and Tranche B Lenders), the Tranche A Lenders (but not the Revolving Lenders and Tranche B Lenders) or the Tranche B Lenders (but not the Revolving Lenders and Tranche A Lenders) may be amended effected by an agreement or agreements in writing entered into by the Borrower, the Required Lenders Borrower and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment requisite percentage in full interest of the principal affected Class of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementLenders.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower any Credit Party or Subsidiary therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 11.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except to the extent this Agreement or any other Loan Document provides for revisions to the schedules hereto or thereto with the approval of the Administrative Agent or except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the written consent of the Required LendersLenders and the Administrative Agent; provided that no such agreement shall: (i) increase the Commitment of any Lender without the written consent of such Lender and the Administrative Agent, except that the consent of all affected Lenders will the Administrative Agent shall not be required with respect to any Term Loan Increase; (iii) reductions in reduce the unpaid principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby; (iii) postpone the scheduled date for the of payment of the principal amount of any Loan other than mandatory prepayments of the Loans required under Section 2.11(b), or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, change the maturity date of any Loan, (ii) reductions in interest rates or fees or extensions of postpone the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% each Lender affected thereby; (iv) change Section 2.11(c) in a manner that would alter the application of the Lenders will be required with respect to (x) changes to prepayments thereunder, or change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without in each case the written consent of each Lender; (yv) changes to change any of the provisions of this Section 11.2 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 under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written consent of each Lender; (zvi) amendments and/or waivers release all or substantially all of the Guarantors from their obligations in respect of its Guarantee under Article 3 or release all or substantially all of the Collateral (or terminate any Lien with respect thereto), except as expressly permitted in the Loan Documents, without the written consent of each Lender; or (vii) waive any of the conditions set forth precedent specified in Section 4.01 or Section 4.025.1 without the consent of each Lender and the Administrative Agent; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) Waivers, as amendments and modifications of the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting Loan Documents are subject to the amendment provided for therein requirements specified in Section 11.2(b) and, unless and until the Intercreditor Agreement shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effectivein accordance with its terms, each Lender not consenting thereto receives payment in full Section 3 of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Intercreditor Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent Agent, the Issuing Banks and the Lenders hereunder and under the Guarantee Agreement 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 the Guarantee Agreement or consent to any departure by the any Borrower or any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, any Lender or any Lender Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor the Guarantee Agreement nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers or the Guarantors, as the case may be, and the Required Lenders or by the Borrower Borrowers or the Guarantors, as the case may be, and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes release all or substantially all of the Guarantors from their obligations under the Guarantee Agreement, without the written consent of each Lender (except that no approval of the Lenders shall be required to release a Guarantor in connection with the disposition of all the capital stock of such Guarantor not prohibited by the Loan Documents) or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or an Issuing Bank without the prior written consent of the Administrative AgentAgent or such Issuing Bank, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Managing Administrative Agent 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 rights and remedies of the Managing Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Managing Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments and modifications made for the sole purpose of giving effect to any increase in Commitments pursuant to Section 2.01(b) or made to Schedule 2.05 as contemplated by the definition of “Swingline Lender” in Section 1.01) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Managing Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan (other than in accordance with Section 2.09) or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b) or (c) 2.17 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release any Guarantor from its obligations set forth in Article VIII without the written consent of each Lender or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Managing Administrative Agent or any Swingline Lender hereunder without the prior written consent of the Managing Administrative AgentAgent or such Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Document 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender, (vi) release any Credit Party from its obligations under the Loan Documents or release any Collateral, except as specifically provided for herein, without the written consent of each Lender, (vii) subordinate the Loans or any Collateral without the written consent of each Lender, or (zviii) amendments and/or waivers consent to the Collateral securing any other Indebtedness without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) Notwithstanding anything to the contrary herein, as 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 case consent of all Lenders or each affected Lender may be. be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. (d) Notwithstanding the foregoing, any provision of this Agreement to the contrary none of the Lenders or the existing Borrower will be required to execute assumption or amendment documents to add a Person as a Borrower or as a Guarantor. If ownership interests are added to the Collateral in accordance with this Agreement and the owner is not already a Borrower, then such owner may be amended added as a Borrower as required by an agreement Section 5.16 pursuant to a Joinder Agreement in writing entered into the form attached hereto as Exhibit F executed by the Borrower, the Required Lenders such owner and delivered to the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementAgent.

Waivers; Amendments. (a) No failure or delay by any Agent, the Administrative Agent 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 rights and remedies of the Administrative Agent Agents, the Issuing Bank 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 Borrower Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether any Agent, the Administrative Agent Issuing Bank or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Company and the Required Lenders or by the Borrower Company and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of each Lender affected thereby and the dates for payment thereofIssuing Bank, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees or any other amount payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required therebythereby without the written consent of each Lender, or (yv) changes to 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 or (z) amendments and/or waivers without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative any Agent hereunder without the prior written consent of the Administrative Agentsuch Agent and (B) no amendment, as the case may be. Notwithstanding the foregoing, any provision modification or waiver of this Agreement may be amended by an agreement in writing entered into by or any provision hereof that would alter the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full rights or duties of the principal Issuing Bank hereunder shall be effective without the written consent of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementIssuing Bank.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent any Agent, 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 rights and remedies of the Administrative Agent Agents, 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 Revolving Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, Lender or any Lender Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Revolving Borrower and the Required Lenders or by the Revolving Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions increase the Commitment of any Lender or modify the currency of any Commitment or currency in which a Lender is required to make a Loan without the unpaid principal amount or extensions written consent of the scheduled date for the payment of principal of the Loansuch Lender directly affected thereby, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby (it being understood and agreed that (x) any increase in the total Commitments and related modifications approved by each Lender increasing any of its Commitments and by the Required Lenders shall not be deemed to alter the manner in which payments are shared or alter any other pro rata sharing of payments and (y) changes any “amend-and-extend” transaction that extends the Maturity Date only for those Lenders that agree to such an extension (which extension may include increased pricing and fees for such extending Lenders, and which extension shall not apply to those Lenders that do not approve such extension) shall not be deemed to alter the manner in which payments are shared or alter any other pro rata sharing of payments), (v) release all or substantially all Guarantors from their obligations under any Guaranty, except to the extent permitted hereunder (whether pursuant to any sale or other transfer of the relevant Guarantor permitted hereunder or as otherwise permitted hereunder) or with the consent of all the Lenders or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender directly affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any other Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such other Agent, such Issuing Bank or the Swingline Lender, as the case may be. . (c) Notwithstanding anything herein to the foregoingcontrary, Defaulting Lenders shall not be entitled to vote (whether to consent or to withhold its consent) with respect to any provision amendment, modification, termination or waiver and, for purposes of determining the Required Lenders, the Commitments and the Loans of such Defaulting Lender shall be disregarded, in each case except as provided in Section 2.20(b). (d) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent may, with the consent of the Revolving Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents as may be amended by an agreement reasonably necessary or advisable to cure any error, ambiguity, omission, defect or inconsistency in writing entered into by order to more accurately reflect the Borrowerintent of the parties, provided that (x) prior written notice of such proposed cure shall be given to the Lenders and (y) the Required Lenders and do not object to such cure in writing to the Administrative Agent if (i) by the terms within five Business Days of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementnotice.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent any 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 rights and remedies of the Administrative Agent Agents, 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 any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance, amendment, extension or increase of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Agent, any Lender or the applicable Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither None of this Agreement nor Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided provided, however, that the no such amendment, waiver or consent of all affected Lenders will be required with respect to shall: (i) reductions in extend or increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions reduce the principal amount of any Loan, reduce the rate of interest thereon, or reduce any reimbursement obligation in interest rates respect of any Letter of Credit, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender and Issuing Bank directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; provided, however, that notwithstanding clause (ii) or (iii) of this Section 10.2(b), only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in Section 2.12(c), (iv) change Section 2.17(b), Section 2.17(c) or any other Section hereof providing for the ratable treatment of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) in each case in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes release all or substantially all of the value of any Guaranty or the Collateral, without the written consent of each Lender, except to the extent the release of any Guarantor or any Collateral is permitted pursuant to Article IX or Section 10.17 (in which case such release may be made by the Administrative Agent or the Collateral Agent, as applicable, acting alone), (vi) change any of the provisions of this Section or the percentage referred to in 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 hereunder, without the written consent of each Lender, (vii) extend the stated expiration date of any Letter of Credit beyond the Maturity Date without the written consent of the applicable Issuing Bank, each Lender directly affected thereby, and the beneficiary(ies) of such Letter of Credit or (zviii) amendments and/or waivers change the definition of any “Pro Rata Share” without the written consent of each Lender. Notwithstanding anything to the conditions set forth in Section 4.01 or Section 4.02; provided further that contrary herein, (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agents hereunder without the prior written consent of such Agent, (B) no such amendment shall amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(d) without the written consent of the Administrative AgentAgent and of each Issuing Bank, and no such agreement shall amend, modify or otherwise affect the rights or duties of any Issuing Bank hereunder without the prior written consent of such Issuing Bank, (C) no such amendment shall amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender, (D) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or the termination thereof extended without the consent of such Lender, (y) the principal amount of any Defaulting Lender’s Loan, or the interest rate thereon or any fees payable hereunder to any Defaulting Lender may not be reduced without the consent of such Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (E) this Agreement may be amended to provide for a Commitment Increase in the manner contemplated by Section 2.19 and the extension of the Maturity Date as contemplated by Section 2.20, (F) the case provisions of Section 2.19 requiring the Borrower to offer a Commitment Increase to the Lenders prior to any other Person may be. Notwithstanding be amended or waived with the foregoing, consent of the Required Lenders and (G) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower, the Required Lenders Borrower and the Administrative Agent if (i) by to cure any ambiguity, omission, defect or inconsistency, so long as, in each case, the terms Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such agreement the Commitment of each Lender not consenting notice to the amendment provided for therein shall terminate upon Lenders, a written notice from the effectiveness of Required Lenders stating that the Required Lenders object to such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementamendment.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender or (zvi) amendments and/or waivers of any release the Borrower or all or substantially all of the conditions set forth in Section 4.01 Subsidiary Guarantors from, its obligations under Article X or Section 4.02the Subsidiary Guaranty, as applicable, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Managing Administrative Agent 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 rights and remedies of the Managing Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Managing Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments and modifications made for the sole purpose of giving effect to any increase in Commitments pursuant to Section 2.01(b) or made to Schedule 2.05 as contemplated by the definition of "Swingline Lender" in Section 1.01) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Managing Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan (other than in accordance with Section 2.09) or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b) or (c) 2.17 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release any Guarantor from its obligations set forth in Article VIII without the written consent of each Lender or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Managing Administrative Agent or any Swingline Lender hereunder without the prior written consent of the Managing Administrative AgentAgent or such Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and Agent, the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement any Loan Document nor any provision hereof thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; , provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fees payable hereunder, without the scheduled written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or any date for the payment of the principal amount of any Loan or any interest or fees payable hereunder, or reduce the Loanamount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iiiv) reductions in interest rates or fees or extensions of the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to change Section 2.13(b2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby (yv) changes change Section 2.19 without the consent of the Committed Swingline Lenders and, to the extent any Uncommitted Swingline Loans are then outstanding, the Uncommitted Swingline Lenders or (vi) change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or any other provision hereof of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder thereunder or make any determination or grant any consent hereunder or thereunder, without the written consent of each Lender (z) amendments and/or waivers of any it being understood that, with the consent of the conditions set forth Required Lenders, additional extensions of credit pursuant to this Agreement may be included in Section 4.01 or Section 4.02the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Committed Swingline Lenders or the Uncommitted Swingline Lenders hereunder without the prior written consent of the Administrative Agent, the Committed Swingline Lenders or the Uncommitted Swingline Lenders, as the case may be. Notwithstanding . (c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the foregoingconsent of all Lenders or all affected Lenders, any provision if the consent of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent if Agent, require such Non-Consenting Lender to assign and delegate, without recourse (i) by the terms of such agreement the Commitment of each Lender not consenting in accordance with and subject to the amendment restrictions contained in Section 9.04), all (but not less than all) its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided for therein shall terminate upon that (a) to the effectiveness of extent an assignment to such amendment and (ii) at Lender would require the time such amendment becomes effective, each Lender not consenting thereto receives payment in full consent of the Administrative Agent under Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of and its Loans, accrued interest thereon, accrued on the Loan made by it fees and all other amounts owing payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or accrued for its account under this Agreementthe Borrower (in the case of all other amounts) and (c) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b).

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the 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 rights and remedies of the Administrative Agent Agent, the Issuing Bank 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the prior written consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender or, except as is otherwise set forth in this Agreement, increase the aggregate amount of the Lenders’ Commitments without the written consent of all affected Lenders will be required with respect to (i) reductions in the unpaid principal amount or extensions of the scheduled date for the payment of principal of the LoanLenders, (ii) reductions in change the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement (except as expressly set forth in the amounts definition of Maturity Date), or extensions of any interest thereon, or any fees payable hereunder, or reduce the expiry amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release any Equity Interests or any other material collateral that may now or hereafter secure amounts owing under this Agreement, (vi) release any Guarantor from its obligations under the Guaranty (except in accordance with Section 5.13(c) hereof) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02; each Lender, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative AgentAgent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Term Loan Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender directly affected thereby, (ii) reductions in reduce the principal amount of any Term Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Term Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby, (yv) changes release any material Guarantor from its obligations under any Guaranty or release all or substantially all of the Collateral, except to the extent permitted hereunder (whether pursuant to any sale or other transfer of the relevant Guarantor or Collateral permitted hereunder or as otherwise permitted hereunder) or with the consent of all the Lenders, or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender directly affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) If, as in connection with any proposed amendment, waiver or consent requiring the case may be. Notwithstanding consent of “each Lender” or “each Lender affected thereby,” the foregoing, any provision consent of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent if (i) by the terms shall agree, as of such agreement date, to purchase for cash the Commitment of each Lender not consenting Term Loans and other Obligations due to the amendment provided Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for therein shall terminate upon all purposes under this Agreement and to assume all obligations of the effectiveness Non-Consenting Lender to be terminated as of such amendment date and to comply with the requirements of clause (b) of Section 9.04, and (ii) at the time Borrower shall pay to such amendment becomes effective, each Non-Consenting Lender not consenting thereto receives payment in full of the principal of and interest accrued same day funds on the Loan made by it day of such replacement (1) all interest, fees and all other amounts owing then accrued but unpaid to it or accrued for its account such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under this AgreementSections 2.12 and 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.13 had the Term Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Waivers; Amendments. (a) No delay by the Administrative Agent Except as otherwise expressly set forth in this Agreement, no amendment 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 rights and remedies of the Administrative Agent 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 any Loan Document, nor consent to any departure by any Loan Party or the Borrower therefrom Lenders therefrom, shall in any event be effective unless the same shall be permitted in writing and signed by paragraph (b) the Loan Parties and the Required Lenders or by the Loan Parties and the Administrative Agent with the consent of this Sectionthe Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting ; provided that no such amendment, waiver or consent shall: (i) extend or increase any Commitment of any Lender without the generality written consent of the foregoing, the making of a Loan shall not be construed as such Xxxxxx (it being understood that a waiver of any Event condition precedent set forth in Article IV or the waiver of Default, regardless of whether the Administrative Agent any Default or any Lender may have had notice or knowledge of such Event of Default at the time.shall not constitute an extension or increase of any Commitment of any Lender); (bii) Neither this Agreement nor reduce the principal of, or rate of interest specified herein on, any provision hereof may be waivedLoan or any fees or other amounts payable hereunder or under any other Loan Document, amended or modified except pursuant to an agreement or agreements in writing entered into by without the Borrower written consent of each Lender directly and the Required Lenders or by the Borrower and the Administrative Agent with adversely affected thereby (provided that only the consent of the Required Lenders; provided that Lenders shall be necessary (x) to amend the consent definition of all affected Lenders will be required with respect “Default Rate” or to (i) reductions in waive the unpaid principal amount or extensions obligation of the scheduled date for Borrower to pay interest at the payment Default Rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of principal such amendment would be to reduce the rate of the Loan, (ii) reductions in interest rates on any Loan or fees other Obligation or extensions of the dates for payment thereof, to reduce any fee payable hereunder); (iii) increases in change Section 7.02 without the amounts or extensions of the expiry date of the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly and adversely affected thereby; or (xiv) changes to Section 2.13(b) or (c) that would alter the pro rata sharing of payments required thereby, (y) changes to change any of the provisions provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, further, that no such agreement amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of any Agent, unless in writing executed by such Agent, in each case in addition to the Loan Parties and the Lenders required above. Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender). In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent hereunder without and the prior written consent Borrower shall have jointly identified an obvious error or any error or omission of the Administrative Agenta technical nature, as the case may be. Notwithstanding the foregoingin each case, in any provision of this Agreement may the Loan Documents, then the Administrative Agent and the Borrower shall be amended by an agreement permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing entered into by the Borrower, the Required Lenders and to the Administrative Agent if (i) by the terms within ten Business Days following receipt of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementnotice thereof.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or Agent, any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof or any provision of any other Credit Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Company, the Guarantors and the Required Lenders and acknowledged by the Administrative Agent or by the Borrower Company and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates or fees or extensions thereon without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, , or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to other than as provided in Section 8.11 as in effect on the date hereof, release Parent and/or Medtronic from the Guaranty in Article IX without the written consent of each Lender or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder without (and any amendment, waiver or consent which by its terms requires the prior written consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. (c) Notwithstanding any provision herein to the contrary, if the Administrative AgentAgent and the Company acting together identify any ambiguity, as the case may be. Notwithstanding the foregoingomission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by or any other Credit Document (including the Borrowerschedules and exhibits thereto), the Required Lenders and then the Administrative Agent if (i) by and the terms of Company shall be permitted to amend, modify or supplement such agreement the Commitment of each Lender not consenting provision to the amendment provided for therein shall terminate upon the effectiveness of cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full shall become effective without any further action or consent of the principal of and interest accrued on the Loan made by it and all any other amounts owing party to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than with respect to the waiver or discontinuance of default interest owed pursuant to Section 2.08(c) shall require the consent of all the Required Lenders only), or reduce any fees or other amounts payable hereunder, without the written consent of each Lender affected Lenders will be required with respect to (i) reductions in the unpaid principal amount or extensions of the scheduled date for the payment of principal of the Loanthereby, (ii) reductions in interest rates or fees or extensions postpone the scheduled date of payment of the dates for payment thereofprincipal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to change Section 2.13(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yiv) changes to 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 hereunder, without the written consent of each Lender, or (zv) amendments and/or waivers of any release all or substantially all of the conditions set forth Collateral or, except in connection with a transaction permitted by Section 4.01 or Section 4.026.03, release any Subsidiary Guarantor (which at the time of such release is a Material Subsidiary) from its obligations under the Subsidiary Guaranty, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) If, as in connection with any proposed waiver, amendment or modification of any of the case may be. Notwithstanding the foregoing, any provision provisions of this Agreement may be amended as contemplated by an agreement in writing entered into by clauses (i) through (v) of Section 9.02(b), the Borrower, consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) by the terms Borrower shall have received the prior written consent of such agreement the Commitment of each Lender Administrative Agent, which consent shall not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment unreasonably be withheld and (ii) at such Lender shall have received payment of an amount equal to the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the outstanding principal of and its Loans, accrued interest thereon, accrued on the Loan made by it fees and all other amounts owing payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or accrued for its account under this Agreementthe Borrower (in the case of all other amounts).

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, 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 rights and remedies of the Administrative Agent 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 Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 10.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower or the applicable Loan Party, as the case may be, and the Required Lenders (with a copy thereof to the Agent) or by the Borrower or such applicable Loan Party, and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in reduce the unpaid principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fees or premiums payable hereunder, without the scheduled date for the payment written consent of principal of the Loaneach Lender affected thereby, (ii) reductions in interest rates increase the Delayed Draw Term Loan Commitment of any Lender or fees or extensions otherwise modify the conditions to the funding of the dates for payment thereofDelayed Draw Term Loans without the written consent of each Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry date principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the Lenders’ Commitmentsamount of, and waive or excuse any such payment, or extend the Maturity Date, without the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.8(c) or (c) Section 2.10 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yv) changes to change any of the provisions of this Section 10.2 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower Loan Parties therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Loan Parties and the Required Lenders or by the Borrower Loan Parties and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon (other than with respect to default interest), or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.15(b) or (c) ), or any other provision of this Agreement, in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release the Company from its obligations hereunder without the written consent of each Lender; (vi) 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 hereunder, without the written consent of each Lender or (zvii) amendments and/or waivers except as permitted by Section 9.15, release all or substantially all of the value of the Guaranties made by the Guarantors, without the written consent of each Lender; provided, however, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the conditions set forth in Section 4.01 consent of all Lenders or Section 4.02; provided each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, and provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (c) Notwithstanding any provision herein to the contrary the Administrative Agent and the Loan Parties may amend, as the case may be. Notwithstanding the foregoingmodify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any provision ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of this Agreement may be amended by an agreement any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender in writing entered into by any material respect and (ii) the Borrower, the Required Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent if shall not have received, within five (i5) by Business Days of the terms date of such agreement the Commitment of each Lender not consenting notice to the amendment provided for therein shall terminate upon Lenders, a written notice from the effectiveness of Required Lenders stating that the Required Lenders object to such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementamendment.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to Section 2.13(bSections 2.18(b) or (c2.18(d) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender or (zvi) amendments and/or waivers except as provided in clause (d) of this Section or in any Pledge Agreement, release all or substantially all of the conditions set forth in Section 4.01 or Section 4.02Pledged Equity, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit or a Foreign Credit Instrument shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative any Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by and each Loan Party party to the Borrower and the Administrative Agent relevant Loan Document, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document; provided that the consent of all affected Lenders will be required with respect to no such agreement shall: (i) reductions in increase the unpaid Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount of or extensions subordinate the principal of any Loan, LC Disbursement or Foreign Credit Disbursement, or reduce the rate of interest thereon, or reduce any premium or fees payable hereunder, without the written consent of each Lender directly affected thereby; (iii) extend the final scheduled date of maturity of any Loan, or postpone the scheduled date for the of payment of the principal amount of any Loan, LC Disbursement or Foreign Credit Disbursement, or any interest (or premium, if any) thereon, or any fees payable hereunder, or reduce the amount of, waive, excuse or subordinate any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; (iv) require any Lender to make Loans having an Interest Period of one year or longer, without the written consent of such Lender; (v) amend, modify or waive any provision of this Agreement in any manner that would change the application of mandatory prepayments hereunder disproportionately as among the Facilities without the written consent of the LoanRequired Lenders in respect of each Facility adversely affected thereby; (vi) amend, (iimodify or waive the first sentence of Section 2.13(a) reductions in interest rates or fees or extensions of without the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby; (xvii) changes to Section 2.13(b) or (c) that would alter the pro rata sharing of payments required thereby, (y) changes to change any of the provisions of this Section or the definition of “Required Lenders” or “Required Lenders” or any other provision hereof of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights hereunder thereunder or make any determination or grant any consent hereunder thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (zviii) amendments and/or waivers of any release or subordinate the Guarantee from the Parent Borrower or all or substantially all of the conditions set forth Guarantees from the Subsidiary Guarantors under the Guarantee and Collateral Agreement (except as expressly provided in Section 4.01 the Loan Documents), without the written consent of each Lender; (ix) release or Section 4.02subordinate all or substantially all of the Liens of the Security Documents on the Collateral (except as expressly provided in the Loan Documents), without the written consent of each Lender; provided further that no such agreement shall or (x) amend, modify or otherwise affect waive the rights or duties of any Agent under this Agreement or any other Loan Document in its capacity as Agent unless also signed by such Agent; or amend, modify or waive the Administrative Agent hereunder without rights or duties of any Issuing Lender or Foreign Issuing Lender under this Agreement or any other Loan Document in its capacity as Issuing Lender or Foreign Issuing Lender, as applicable, unless also signed by such Issuing Lender or Foreign Issuing Lender, as applicable. (c) In addition, notwithstanding the prior foregoing: (i) this Agreement may be amended with the written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders Parent Borrower and the Administrative Agent if Lenders providing the relevant Replacement Term Loans (ias defined below) by to permit the terms refinancing of all outstanding Initial Term Loans or all outstanding Incremental Term Loans (“Refinanced Term Loans”) with a replacement “A” or `B” term loan tranche, as applicable, hereunder (“Replacement Term Loans”); provided that (A) the aggregate principal amount of such agreement Replacement Term Loans shall not exceed the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness aggregate principal amount of such amendment and Refinanced Term Loans, (iiB) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (C) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such amendment becomes effectiverefinancing and (D) all other terms applicable to such Replacement Term Loans shall be substantially identical to, each Lender not consenting thereto receives payment in full or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the principal of and interest accrued on the Loan made by it and all other amounts owing Term Loans in effect immediately prior to it or accrued for its account under this Agreement.such refinancing;

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Credit Agreement or consent to any departure by the Borrower any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Credit Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and acknowledged by the Administrative Agent or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release Holdings from the Guaranty in Article IX without the written consent of each Lender or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding anything to the foregoingcontrary herein, no Defaulting Lender shall have any provision 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 this Agreement all Lenders or each affected Lender may be amended by an agreement in writing entered into by effected with the Borrowerconsent of the applicable Lenders other than Defaulting Lenders), the Required Lenders and the Administrative Agent if except that (ix) by the terms of such agreement the Commitment of each any Defaulting Lender may not consenting to be increased or extended without the amendment provided for therein shall terminate upon the effectiveness consent of such amendment Lender and (iiy) at any waiver, amendment or modification requiring the time consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementDefaulting Lender.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the 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 rights and remedies of the Administrative Agent Agent, the Issuing Bank 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 any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders or by the Borrower Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender (including a Defaulting Lender) without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender (including a Defaulting Lender) affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender (xincluding a Defaulting Lender) changes to affected thereby, (iv) change Section 2.13(b4.13(a), (b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to change any of the provisions of this Section, Section 4.15(b) 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 or hereunder, without the written consent of each Lender, (zvi) amendments and/or waivers reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility, (vii) release the conditions US Borrower from its Guarantee obligations set forth in Article XI or the Parent from its obligations under the Parent Guarantee, or modify Section 4.01 12.19 in a manner adverse to the Lenders, in each case without the written consent of each Lender, (viii) release all or substantially all of the assets of the US Borrower subject to the Liens granted pursuant to the Security Documents (other than as permitted under Section 4.02; provided further that no such agreement shall 12.19), without the written consent of each Lender, (ix) amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. be or (x) amend or modify Section 4.15 without the prior written consent of the Administrative Agent, the Issuing Lender and the Swingline Lender. (c) Notwithstanding the foregoingforegoing in this Section 12.03, the US Borrower may enter into any provision additional or increased US Revolving Commitments, the New Term Loan Commitments or New TLB Commitments in accordance with Section 4.16 or any Extension in accordance with Section 4.17, and to amend any other Loan Documents as may be appropriate in connection therewith, and such additional or increased US Revolving Commitments, New Loan Commitments, New TLB Commitments or Extension, as applicable, shall be effective to amend the terms of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms other applicable Loan Documents, in each case without any further action or consent of such agreement the Commitment of each Lender not consenting any other party to the amendment provided for therein shall terminate upon the effectiveness of such amendment and Loan Documents (ii) at the time such amendment becomes effectiveother than action or consent required under Section 4.16 or Section 4.17, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementas applicable).

Waivers; Amendments. (a) No failure or delay by the -------------------- Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be ------------- effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no -------- such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing ---------------------- of payments required thereby, without the written consent of each Lender, or (yv) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or ---------------- otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (cd) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender or (yv) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, no consent with respect to any provision amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification. (c) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended by an agreement (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in writing entered into by respect thereof to share ratably in the Borrower, benefits of this Agreement and the other Loan Documents with the initial Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders. (d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent if (i) by the terms shall agree, as of such agreement date, to purchase for cash the Commitment of each Lender not consenting Loans and other Obligations due to the amendment provided Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for therein shall terminate upon all purposes under this Agreement and to assume all obligations of the effectiveness Non-Consenting Lender to be terminated as of such amendment date and to comply with the requirements of clause (b) of Section 9.04, and (ii) at the time Borrower shall pay to such amendment becomes effectiveNon-Consenting Lender in same day funds on the day of such replacement (1) all interest, each fees and other amounts then accrued but unpaid to such Non-Consenting Lender not consenting thereto receives by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment in full which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. (e) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the principal Borrower only, amend, modify or supplement this Agreement or any of and interest accrued on the other Loan made by it and all other amounts owing Documents to it cure any ambiguity, omission, mistake, defect or accrued for its account under this Agreementinconsistency.

Waivers; Amendments. (a) No failure or delay by the Administrative either Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent Agents and the Lenders hereunder and under the other Loan Documents 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 Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative an Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided PROVIDED that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates on such Loan, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to change any of the provisions of this Section 9.02(b) or the definition of “"Required Lenders” " or "Required Enforcement Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder thereunder or make any determination or grant any consent hereunder thereunder, without the written consent of each Lender or (zvi) amendments and/or waivers so long as any Lucent Lender has any Commitment, change Section 5.02 without the written consent of any Lucent (in addition to the consent of the conditions set forth in Section 4.01 or Section 4.02Required Lenders); provided further PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative either Agent hereunder without the prior written consent of the Administrative such Agent, as the case may be. Notwithstanding the foregoingIn addition, any provision of waiver, amendment or modification to this Agreement may shall be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting subject to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full compliance with Section 8.02 of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Collateral Agency Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (cd) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender, (vi) release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty without the written consent of each Lender, or (zviii) amendments and/or waivers except as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of the conditions set forth in Section 4.01 or Section 4.02Collateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. . (c) Notwithstanding the foregoing, this Agreement and any provision other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower to each relevant Loan Document (x) to add one or more credit facilities to this Agreement and to permit 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 may be amended by an agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in writing entered into by respect thereof and (y) to include appropriately the Borrower, Lenders holding such credit facilities in any determination of the Required Lenders and Lenders. (d) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent if by the Loan Parties on any Collateral (i) by upon the termination of all the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold, leased, transferred or disposed of if the Borrower certifies to the Administrative Agent that the sale, lease, transfer or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such agreement certificate, without further inquiry), (iii) constituting property leased to the Commitment Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) constituting property of a Subsidiary that is no longer required to be a Subsidiary Guarantor pursuant to Section 5.09(e) or (v) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender not consenting (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing the Subsidiary Guaranty (i) to the amendment extent necessary to permit consummation of any proposed sale, lease, transfer or other disposition of assets not prohibited by any Loan Document or that has been consented to in accordance with Section 9.02(b), (ii) with respect to a Subsidiary that is no longer required to be a Subsidiary Guarantor pursuant to Section 5.09(e) or (iii) at such time as the Loans, the Letters of Credit and the other Obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding. Following such termination, the Administrative Agent shall execute (at the Borrower’s expense) any documents or instruments reasonably requested and prepared by the Borrower to evidence such termination. (f) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided for therein that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall terminate upon the effectiveness agree, as of such amendment date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) at the time Borrower shall pay to such amendment becomes effectiveNon-Consenting Lender in same day funds on the day of such replacement (1) all interest, each fees and other amounts then accrued but unpaid to such Non-Consenting Lender not consenting thereto receives by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment in full which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. (g) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the principal Borrower only, amend, modify or supplement this Agreement or any of and interest accrued on the other Loan made by it and all other amounts owing Documents to it cure any ambiguity, omission, mistake, defect or accrued for its account under this Agreementinconsistency.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or Agent, any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified modified, except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rates rate on any Loan or fees or extensions any fee payable hereunder without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions of the expiry scheduled date of payment of any principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the Lenders’ Commitmentsamount of, and waive or excuse any such payment, without the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 or hereunder, without the written consent of each Lender, (zvi) amendments and/or waivers of waive any of the conditions condition set forth in Section 4.01 4.01(a) without the written consent of each Lender, or Section 4.02(vii) release any Guarantor from the Guaranty without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended to provide for Additional Term Loans in the manner contemplated by an agreement in writing entered into by the Borrower, the Required Lenders Section 2.20 and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementwithout any additional consents.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the 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 rights and remedies of the Administrative Agent Agent, the Issuing Bank 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement or any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (other than any Defaulting Lender) or by the Borrower and the Administrative Agent with the consent of the Required LendersLenders (other than any Defaulting Lender); provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment (including, for the Lenders’ Commitmentsavoidance of doubt, and pursuant to Section 2.07(a)), without the written consent of each Lender affected thereby, provided, however, that (x) only the consent of 100% the Required Lenders shall be necessary to waive any obligation to pay interest at the Default Rate instead of the Lenders will be required with respect to otherwise applicable rate and (xy) changes to waiver of a mandatory prepayment of the Loans shall not constitute a postponement or waiver of a scheduled payment or date of expiration, (iv) change Sections 2.16 or 7.02 of this Agreement or Section 2.13(b) or (c) 9.2 of the Security Agreement, if effective, in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes other than with respect to any disposition of a Guarantor permitted under this Agreement, release any Guarantor, (vi) other than in accordance with the provisions of this Agreement upon the occurrence of the latest Maturity Date or with respect to any disposition of Collateral permitted under this Agreement, release all or substantially all of the Collateral without the consent of all Lenders, (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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative AgentAgent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, any provision of this . (c) The Intercreditor Agreement may be amended amended, modified or waived, in accordance with its terms, by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by at the terms direction of such agreement the Commitment Required Lenders, and consent of each Lender not consenting the Borrower or any other Loan Party shall be required only to the amendment provided for therein shall terminate upon extent required in the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Intercreditor Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the Issuing Lender 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 rights and remedies of the Administrative Agent Agent, the Issuing Lender 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 Borrower any Credit Party or Subsidiary therefrom shall in any event be 76 effective unless the same shall be permitted by paragraph (b) of this SectionSection 11.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, any Lender or any the Issuing Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders or by the Borrower Borrowers and the Administrative Agent with the written consent of the Required LendersLenders and the Agent; provided PROVIDED that the consent of all affected Lenders will be required with respect to no such agreement shall: (i) reductions in increase the unpaid Revolving Credit Commitment of any Lender without the written consent of such Lender and the Agent; (ii) reduce the principal amount of any Loan or extensions Reimbursement Obligation or reduce the rate of interest thereon (other than the decision not to charge, or to cease to charge, Post-Default Interest), or reduce any fees payable hereunder, without the written consent of each Lender affected thereby; (iii) postpone the scheduled date for the of payment of the principal amount of any Loan or Reimbursement Obligation other than mandatory prepayments of the Loans required under Section 2.10(b), or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, change the maturity date of any Loan, or postpone the scheduled date of expiration of any Revolving Credit Commitment, or extend the ultimate expiration date of any Letter of Credit beyond the Revolving Credit Maturity Date, without the written consent of each Lender affected thereby; (iiiv) reductions in interest rates amend or fees or extensions waiver the provisions of the dates for payment thereof, (iii) increases Intercreditor Agreement in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) a manner that would alter the application of prepayments thereunder, or the pro rata sharing of payments required thereby, without in each case the written consent of each Lender; (yv) changes alter the rights or obligations of the Borrowers to prepay Loans without the written consent of each Lender (other than mandatory prepayments of Loans under Section 2.10(b)); (vi) change any of the provisions of this Section 11.2 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 under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written consent of each Lender; (zvii) amendments and/or waivers release the Guarantor from its obligations in respect of its Guarantee under Article 3 or release all or substantially all of the Collateral (or terminate all or substantially all of the Liens in favor of the Agent on the Collateral), except as expressly permitted in this Agreement, without the written consent of each Lender; (viii) waive any of the conditions set forth precedent specified in Section 4.01 or Section 4.026.1 without the written consent of each Lender and the Agent; provided further or (ix) subordinate the Loans to any other Indebtedness, without the written consent of each Lender; 77 PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lender hereunder without the prior written consent of the Administrative AgentAgent or the Issuing Lender, as the case may be. Notwithstanding . (c) Anything in this Agreement to the foregoingcontrary notwithstanding, no waiver or modification of any provision of this Agreement may that has the effect (either immediately or at some later time) of enabling the Borrowers to satisfy a condition precedent to the making of Loans shall be amended by an agreement in writing entered into by effective against the Borrower, Lenders unless the Required Lenders and the Administrative Agent if (i) by the terms of shall have concurred with such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it waiver or accrued for its account under this Agreementmodification.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender Investor 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 rights and remedies of the Administrative Agent and the Lenders Investors 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 Borrower Obligors therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 12.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making issuance of a Loan Note shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender Investor may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Obligors and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required LendersInvestors; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions commitment of any Investor without the scheduled date for the payment written consent of principal of the Loansuch Investor, (ii) reductions in reduce the principal amount of any Note or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Investor affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Note, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any commitment of any Investor, without the Lenders’ Commitments, and the written consent of 100% each Investor affected thereby, (iv) change any provision of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) this Agreement that would alter the pro rata sharing of payments required therebythereunder, without the written consent of each Investor, or (yv) changes to change any of the provisions of this Section 12.02 or the definition of “"Required Lenders” Investors" or any other provision hereof specifying the number or percentage of Lenders Investors required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Investor; provided further that no such agreement waiver, amendment or modification shall amendbe effective unless consented to by the requisite number of lenders under the Senior Credit Agreement as required by the Senior Credit Agreement as in effect on the date hereof. Notwithstanding anything herein to the contrary, in the event that within 60 days after the Closing Date the Company requests the Investors to amend or modify or otherwise affect this Agreement to increase the rights or duties aggregate principal amount of the Administrative Agent hereunder without Notes issued hereunder, such amendment will require the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementInvestor.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 9.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any other Financing Document (or any provision hereof or thereof) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions extend the expiry date of any Commitment of any Lender without the scheduled date for the payment prior written consent of principal of the Loaneach Lender directly affected thereby, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates or fees or extensions any fee applicable to any Loan without the prior written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions date of payment of the expiry date principal amount of any Loan, or any interest thereon, or any fees payable in respect thereof, or reduce the Lenders’ Commitmentsamount of, and waive or excuse any such payment, without the prior written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly affected thereby, or (yv) changes to change any of the provisions of this Section 9.2 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 or (z) amendments and/or waivers hereunder, without the prior written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 any Loan Document or consent to any departure by the Borrower or any Obligated Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 15.11(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Revolving Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders Banks or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Agent and the Administrative Agent Borrower or the Obligated Party that are parties thereto, in each case with the consent of the Required LendersBanks; provided that the consent of all affected Lenders will be required with respect to no such agreement shall: (i) reductions in increase the unpaid Revolving Commitment of any Bank without the written consent of such Bank; (ii) reduce the principal amount of any Revolving Loan or extensions reduce the rate of interest thereon, reduce the amount of any Reimbursement Obligation or reduce any fees payable hereunder, without the written consent of each Bank affected thereby; (iii) postpone the scheduled date for the of payment of any Reimbursement Obligation, the principal amount of any Revolving Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of the LoanRevolving Commitment, without the written consent of each Bank affected thereby, (iiiv) reductions change Section 6.6 or Section 6.7 in interest rates or fees or extensions of the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Bank, (yv) changes to change any of the provisions of this Section 15.11 or the definition of “"Required Lenders” Banks," or "Obligation" (or any term defined therein) or any other provision hereof of any Loan Document specifying the number or percentage of Lenders Banks required to waive, amend or modify any rights hereunder thereunder or make any determination or grant any consent hereunder thereunder, without the written consent of each Bank, or (zvi) amendments and/or waivers release any Guarantor from its Guarantee under the Master Guaranty (except as expressly provided in the Master Guaranty), or limit its liability in respect of any such Guarantee, without the written consent of the conditions set forth in Section 4.01 or Section 4.02each Bank; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making no Extension of a Loan Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, the Guarantor and the Required Lenders or by the Borrower Borrower, the Guarantor and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions other amounts payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees or other amounts payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes release the Guarantor from its obligations under the Guaranty without the written consent of each Lender, (vi) waive any of the conditions precedent to the Initial Extension of Credit set forth in Section 3.01 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, 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 rights and remedies of the Administrative Agent 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 Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 10.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower or the applicable Loan Party, as the case may be, and the Required Lenders (with a copy thereof to the Agent) or by the Borrower or such applicable Loan Party, and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in reduce the unpaid principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fees or premiums payable hereunder, without the scheduled date for the payment written consent of principal of the Loaneach Lender affected thereby, (ii) reductions in interest rates increase the Delayed Draw Term Loan Commitment of any Lender or fees or extensions otherwise modify the conditions to the funding of the dates for payment thereofDelayed Draw Term Loans without the written consent of each Lender affected thereby[reserved], (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry date principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the Lenders’ Commitmentsamount of, and waive or excuse any such payment, or extend the Maturity Date, without the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.8(c) or (c) Section 2.10 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yv) changes to change any of the provisions of this Section 10.2 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents 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 Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither Except as otherwise set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided provided, that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for written consent of each Lender directly affected thereby, it being understood that the payment waiver of principal any Default shall not constitute an increase of the Loanany Commitment of any Lender, (ii) reductions in interest rates or fees or extensions reduce the principal amount of the dates for payment thereofTerm Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of “Consolidated Leverage Ratio” or in the component definitions thereof shall not constitute a reduction in the rate; provided that only the consent of the Required Lenders shall be necessary to amend Section 2.12(c) or to waive any obligation of the Borrower to pay interest at the rate set forth therein, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of the Term Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby, (yv) changes to change any of the provisions of this Section or Section, 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 or (zvi) amendments and/or waivers of any release all or substantially all of the conditions Guarantors from their obligations under any Guarantee Agreement (other than pursuant to the proviso set forth in Section 4.01 or Section 4.025.09(a)), without the consent of each Lender; provided further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and (2) the Administrative Agent if (i) by and the terms Borrower may, with the consent of such agreement the Commitment other but without the consent of any other Person, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical or technical error, defect or inconsistency. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder which does not require the consent of each affected Lender not consenting to the amendment provided (it being understood that Loans held or deemed held by any Defaulting Lender shall be excluded for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full a vote of the principal Lenders hereunder requiring any consent of and interest accrued on the Loan made by it and less than all other amounts owing to it or accrued for its account under this Agreementaffected Lenders).

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right right, remedy, power or power privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, remedy, power or powerprivilege, or any abandonment or discontinuance of steps to enforce such a right remedy, power or powerprivilege, preclude any other or further exercise thereof or the exercise of any other right remedy, power or powerprivilege. The rights rights, remedies, powers and remedies privileges of the Administrative Agent and the Lenders hereunder and under the Loan Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that they any such Person would otherwise have. . (b) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom any Loan Party therefrom, shall in any event be effective unless in writing executed by Borrower and the same shall be permitted by paragraph (b) of this SectionRequired Lenders, and then acknowledged by Agent, or by Borrower and Agent with the consent of the Required Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting ; provided that no such amendment, waiver or consent shall: (i) extend or increase the generality Term Loan Commitment of any Lender without the foregoing, written consent of such Lender (it being understood that the making of a Loan shall not be construed as a waiver of any Event Default shall not constitute an extension or increase of Defaultthe Term Loan Commitment of any Lender); (ii) reduce the principal of, regardless or rate of whether interest specified herein on the Administrative Agent Term Loans, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender may have had notice or knowledge of such Event of Default at the time. directly and adversely affected thereby (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with provided that only the consent of the Required Lenders; provided that Lenders shall be necessary (x) to amend the consent definition of all affected Lenders will “Default Rate” or to waive the obligation of Borrower to pay interest at the Default Rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), except if the effect of such amendment would be required with respect to reduce the rate of interest on the Term Loans or other Obligation or to reduce any fee payable hereunder); (iiii) reductions in the unpaid principal amount or extensions of the postpone any date scheduled date for the any payment of principal of of, or interest on, the LoanTerm Loans, (ii) reductions in interest rates or any fees or extensions of other amounts payable hereunder or under any other Loan Document, or reduce the dates for payment thereofamount of, (iii) increases in waive or excuse any such payment, without the amounts or extensions of the expiry date of the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly and adversely affected thereby; (xiv) changes to change Section 2.13(b2.5(b) or (c) otherwise modify this Agreement in a manner that would alter the pro rata sharing of payments required thereby, in each case, without the written consent of each Lender directly and adversely affected thereby; (v) change Section 3.1, 3.2, 3.3 or 3.4 without the written consent of each Lender; (vi) permit the use of proceeds of (x) the First Amendment Term Loan to deviate from the schedule of sources and uses delivered to and approved by each Lender prior to the First Amendment Effective Date pursuant to Section 6.8(b) or (y) changes the Delayed Draw Term Loans Loan to any deviate from the schedule of sources and uses delivered to and approved by each Lender prior to applicable draw date pursuant to Section 6.8(c), in each case without the written consent of Lenders having outstanding Term Loan Commitments or outstanding principal amount of the provisions Term Loans that represent more than 66.67% of the aggregate Term Loan Commitments and outstanding principal amount of Term Loans held by all Lenders (calculated in accordance with the provisos set forth in the definition of “Required Lenders”); (vii) change Section 10.2 or otherwise modify this Agreement in a manner that would alter the application of payments, in each case, without the written consent of each Lender directly and adversely affected thereby; (viii) change any provision of this Section 14.5 or the percentage or proviso in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waiveamend, amend waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder hereunder, without the written consent of each Lender; (ix) change the definition of “Junior Capital” or modify any provision of this Agreement relating to Junior Capital or otherwise modify this Agreement in a manner that would alter the definition of Junior Capital or any provision relating thereto, without the written consent of each Lender; (x) other than in connection with a debtor-in-possession financing (but not with respect to any exit financing associated therewith), with respect to any Lender (A) subordinate any Obligations in right of payment to any other Indebtedness of the Loan Parties or (zB) amendments and/or waivers subordinate the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, without the written consent of such Lender; or (xi) discharge any of the conditions set forth Loan Parties from their respective payment Obligations under the Loan Documents, or release all or any portion of the Collateral (other than Collateral that is no longer used or useful in Section 4.01 the ordinary course of the Loan Parties’ business), except as otherwise may be provided in this Agreement or Section 4.02the other Loan Documents; provided further provided, further, that no such agreement amendment, waiver or consent shall amend, modify or otherwise affect the rights rights, protections, immunities, indemnities, duties or duties of the Administrative obligations of, or any fees or other amounts payable to Agent hereunder without the prior written consent of the Administrative or under any other Loan Document, unless in writing executed by Agent, as in each case in addition to Borrower and the case may beLenders required above. Notwithstanding the foregoingAll fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any provision of this Agreement may amendment, modification or supplement shall be amended by an agreement in writing entered into payable by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementParties.

Waivers; Amendments. (a) No failure or delay by the Managing Administrative Agent 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 rights and remedies of the Managing Administrative Agent 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 a Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Managing Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments and modifications made for the sole purpose of giving effect to any increase in Commitments pursuant to Section 2.01(b) or made to Schedule 2.05 as contemplated by the definition of “Swingline Lender” in Section 1.01) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders or by the Borrower Borrowers and the Managing Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan (other than in accordance with Section 2.09) or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b) or (c) 2.17 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release any Guarantor from its obligations set forth in Article VIII without the written consent of each Lender, or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Managing Administrative Agent or any Swingline Lender hereunder without the prior written consent of the Managing Administrative AgentAgent or such Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative any Agent 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 rights and remedies of the Administrative Agent Agents 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 Term Facility Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither Subject to Sections 2.11(b), 2.19 and 9.02(d), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Term Facility Borrower and the Required Lenders or by the Term Facility Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions increase the Commitment of any Lender or modify the currency of any Commitment or currency in which a Lender is required to make a Loan without the unpaid principal amount or extensions written consent of the scheduled date for the payment of principal of the Loansuch Lender directly affected thereby, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.15(b) or (c) or 7.02 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby (it being understood and agreed that (x) any increase in the total Commitments and related modifications approved by each Lender increasing any of its Commitments and by the Required Lenders shall not be deemed to alter the manner in which payments are shared or alter any other pro rata sharing of payments and (y) changes any “amend-and-extend” transaction that extends the Maturity Date only for those Lenders that agree to such an extension (which extension may include increased pricing and fees for such extending Lenders, and which extension shall not apply to those Lenders that do not approve such extension) shall not be deemed to alter the manner in which payments are shared or alter any other pro rata sharing of payments), (v) release all or substantially all Guarantors from their obligations under any Guaranty, except to the extent permitted hereunder (whether pursuant to any sale or other transfer of the relevant Guarantor permitted hereunder or as otherwise permitted hereunder) or with the consent of all the Lenders or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender directly affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any other Agent hereunder without the prior written consent of the Administrative Agent and such other Agent, as the case may be. . (c) Notwithstanding anything herein to the foregoingcontrary, Defaulting Lenders shall not be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver and, for purposes of determining the Required Lenders, the Commitments and the Loans of such Defaulting Lender shall be disregarded, in each case except as provided in Section 2.18(b). (d) If the Administrative Agent and the Term Facility Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may or any other Loan Document, then the Administrative Agent and the Term Facility Borrower shall be amended by an agreement in writing entered into by permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect; provided that (x) prior written notice of such proposed amendment, modification or supplement shall be given to the Borrower, Lenders and (y) the Required Lenders and do not object to such amendment, modification or supplement in writing to the Administrative Agent if (i) by the terms within five Business Days of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementnotice.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising exercising, and no course of dealing with respect to, 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 rights and remedies of No notice to or demand on the Administrative Agent and Company in any case shall entitle the Lenders hereunder are cumulative and are not exclusive of Company to any rights other or remedies that they would otherwise havefurther notice or demand in similar or other circumstances. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither No provision of this Agreement nor or any other Loan Document provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Company and the Required Lenders or by the Borrower Company and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees payable hereunder or extensions under the Fee Letter, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, any interest thereon, or any fees payable hereunder or under the Fee Letter, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yv) changes to change any of the provisions of this Section 9.05 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or of any Lender in exercising any power or 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 rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that which they would may otherwise have. No waiver of any provision of this Agreement or the Notes nor consent to any departure by any of the Borrower Borrowers therefrom shall in any event be effective unless the same shall be permitted by authorized as provided in paragraph (b) of this Sectionbelow, 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 No notice to or demand on any of the foregoing, the making of a Loan Borrowers in any case shall not be construed as a waiver entitle it to any other or further notice or demand in similar or other circumstances. Each holder of any Event of Defaultthe Notes shall be bound by any amendment, regardless of modification, waiver or consent authorized as provided herein, whether the Administrative Agent or any Lender may not such Note shall have had notice been marked to indicate such amendment, modification, waiver or knowledge of such Event of Default at the timeconsent. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided PROVIDED, HOWEVER, that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in change the unpaid principal amount of, or extensions extend or advance the maturity of or the scheduled date dates for the payment of principal of or interest on, any Note or reduce the Loanrate of interest on any Note, (ii) reductions in interest rates change the Revolving Credit Commitment of any Lender or fees amend or extensions of the dates for payment thereof, (iii) increases in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) that would alter the pro rata sharing of payments required thereby, (y) changes to any of modify the provisions of this Section, Section 2.06, Section 2.13, Section 4.14 or Section 11.04 hereof 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 ," or (ziii) amendments and/or waivers release any material portion of any Collateral, in each case without the prior written consent of the conditions set forth in Section 4.01 or Section 4.02; provided further each Lender affected thereby, and PROVIDED, FURTHER, HOWEVER, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder Agents under this Agreement or the other Loan Documents without the prior written consent of the Administrative AgentAgents. Each Lender and holder of any Note shall be bound by any modification or amendment authorized by this Section regardless of whether its Notes shall be marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or not such Note shall be so marked. (c) In the event that the Borrowers request, with respect to this Agreement or any other Loan Document, an amendment, modification or waiver and such amendment, modification or waiver would require the unanimous consent of all of the Lenders in accordance with Section 11.08(b) above, and such amendment, modification or waiver is agreed to in writing by the Borrowers and the Required Lenders but not by all of the Lenders, then notwithstanding anything to the contrary in Section 11.08(b) above, with the written consent of the Borrowers and such Required Lenders, the Borrowers and Required Lenders may, but shall not be obligated to, amend this Agreement without the consent of the Lender or Lenders who did not agree to the proposed amendment, modification or waiver (the "MINORITY LENDERS") solely to provide for (i) the termination of the Revolving Credit Commitment of each Minority Lender, (ii) the assignment in accordance with Section 11.03 hereof to one or more persons of each Minority Lender's interests, rights and obligations under this Agreement (including, without limitation, all of such Minority Lender's Revolving Credit Commitment as well as its portion of all outstanding Loans and the Note or Notes held by such Minority Lender) and the other Loan Documents and/or an increase in the Revolving Credit Commitment of one or more Required Lenders, in each case may be. Notwithstanding so that after giving effect thereto the foregoingTotal Revolving Credit Commitment shall be in the same amounts as prior to the events described in this paragraph, any provision (iii) the repayment to the Minority Lenders in full of all Loans outstanding and accrued interest thereon at the time of the assignment and/or increase in Commitments described in clause (ii) above with the proceeds of Loans made by such persons who are to become Lenders by assignment or with the proceeds of Loans made by Required Lenders who have agreed to increase their Revolving Credit Commitment, (iv) the payment to the Minority Lenders by the Borrowers of all fees and other compensation due and owing such Minority Lenders under the terms of this Agreement may be amended by an agreement in writing entered into by and the Borrower, other Loan Documents and (v) such other modifications as the Required Lenders and Borrowers shall deem necessary in order to effect the Administrative Agent if changes specified in clauses (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and through (iiiv) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementhereof.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (ba) Neither Subject to Section 2.11(b) and Section 9.02(c) below, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.09(c) or 2.18(b) or (c) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to change the payment waterfall provisions of Section 2.20(b) or 7.02 without the written consent of each Lender, or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. (b) If the Administrative Agent and the Borrower acting together identify any ambiguity, as the case may be. Notwithstanding the foregoingomission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by the Borroweror any other Loan Document, the Required Lenders and then the Administrative Agent if (i) by and the terms of Borrower shall be permitted to amend, modify or supplement such agreement the Commitment of each Lender not consenting provision to the amendment provided for therein shall terminate upon the effectiveness of cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full shall become effective without any further action or consent of the principal of and interest accrued on the Loan made by it and all any other amounts owing party to it or accrued for its account under this Agreement.. 57

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising exercising, and no course of dealing with respect to, 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 rights and remedies of No notice to or demand on the Administrative Agent and Borrower in any case shall entitle the Lenders hereunder are cumulative and are not exclusive of Borrower to any rights other or remedies that they would otherwise havefurther notice or demand in similar or other circumstances. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a the Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither No provision of this Agreement nor or any provision hereof other Loan Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount or extensions of the Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone or otherwise modify the scheduled or otherwise fixed date for the of payment of the principal amount of the Loan, (ii) reductions in any interest rates thereon, or any fees payable hereunder, or extensions reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the dates for payment thereofwritten consent of each Lender directly affected thereby, (iiiiv) increases in the amounts change Section 2.09 or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata ratable sharing of payments required thereby, without the written consent of each Lender, (yv) changes release any Obligor from any of its obligations under the applicable Security Agreement (other than pursuant to the terms of such Security Document) without the written consent of each Lender affected thereby, (vi) impose any greater restriction on the ability of any Lender to assign or grant participations in any of its rights or obligations hereunder without the consent of such Lender, (vii) waive, amend or modify, Section 7.01(q), Section 7.01(r), Section 7.01(s), Section 7.01(t), Section 7.01(u), or Section 7.01(v) that will have the effect of extending the delivery dates specified therein for a period longer than thirty (30) days after the date specified therein (as of the Effective Date), (viii) change any of the provisions of this Section 9.02 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Document 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender, (vi) release any Credit Party from its obligations under the Loan Documents or release any Collateral, except as specifically provided for herein, without the written consent of each Lender, (zvii) amendments and/or waivers subordinate the Loans or any Collateral without the written consent of each Lender, (viii) waive or modify any conditions of extending the conditions Loans set forth in Section 4.01 2.19 without the written consent of each Lender affected thereby, or Section 4.02(ix) consent to the Collateral securing any other Indebtedness without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. . (c) Notwithstanding the foregoing, any provision of this Agreement to the contrary none of the Lenders or the existing Borrower will be required to execute assumption or amendment documents to add a Person as a Borrower or as a Guarantor. If Real Property assets are added to the Pool in accordance with this Agreement and the owner is not already a Borrower, then such owner may be amended added as a Borrower as required by an agreement Section 5.12 pursuant to a Joinder Agreement in writing entered into the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, and in each case Borrower, the Required Lenders Guarantor, such owner and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting will enter into an amendment to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementEnvironmental Indemnity.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender Credit Party in exercising any right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and Credit Parties under the Lenders hereunder Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan and/or the issuance, amendment, extension or renewal of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender Credit Party may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement any Loan Document nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; , provided that no such agreement shall (i) increase any Revolving Commitment of any Revolving Lender without the written consent of such Revolving Lender, increase the Letter of Credit Commitment without the consent of all affected Lenders will be required with respect to (i) reductions in the unpaid principal amount Issuing Bank, or extensions increase the Swingline Commitment without the consent of the scheduled date for the payment of principal of the LoanSwingline Lender, (ii) reductions reduce the principal amount of any Loan or any reimbursement obligation with respect to a LC Disbursement, or reduce the rate of any interest, or reduce any fees, payable under the Loan Documents, without the written consent of each Credit Party affected thereby thereof (it being understood that any amendment or modification to the financial definitions in this Credit Agreement or to the calculation or any financial covenant shall not constitute a reduction in the rate of interest rates or fees for the purposes of this clause (ii), notwithstanding the fact that such amendment or extensions of the dates for payment thereofmodification actually results in such a reduction), (iii) increases in postpone the amounts or extensions of the expiry date of payment at stated maturity of any Loan or the Lenders’ Commitments, and the consent date of 100% payment of the Lenders will be required any reimbursement obligation with respect to an LC Disbursement, any interest or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment, or postpone the stated termination or expiration of the Revolving Commitments or reduce the amount of or postpone the date of any prepayment required by Section 2.7(b) without the written consent of each Credit Party affected thereby, (xiv) changes to Section 2.13(b) or (c) change any provision hereof in a manner that would alter the pro rata sharing of payments required by Section 2.10(b) or the pro rata reduction of Revolving Commitments required by Section 2.5(c), without the written consent of each Credit Party affected thereby, (yv) changes to change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder hereunder, or change the currency in which Loans are to be made, Letters of Credit are to be issued or payment under the Loan Documents is to be made, or add additional borrowers, without the written consent of each Lender, (vi) release any Subsidiary Guarantor from its Guarantee under the Guarantee Documents (except as expressly provided therein), or limit its liability in respect of such Guarantee, without the written consent of each Lender, or (zvii) amendments and/or waivers of any release all or substantially all of the conditions set forth Collateral from the Liens of the Loan Documents (except as expressly provided in the applicable Security Document or in connection with a transaction permitted by Section 4.01 or Section 4.02; 7.3), without the consent of each Lender, and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Swingline Lender or the Issuing Bank hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementPerson.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Document 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to change any of the provisions of this Section or the definition of “Required Lenders” ”, “Majority Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder hereunder, without the written consent of each Lender, (vi) release any Credit Party from its obligations under the Loan Documents without the written consent of each Lender, or (zvii) amendments and/or waivers subordinate the Loans without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Notwithstanding anything to the contrary contained herein, (i) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche A Lenders, and not any of the Tranche B Lenders, may be amended, and the performance or observance by Borrower or any other Credit Party of any such term may be waived with, and only with, the written consent of the Tranche A Required Lenders, and (ii) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche B Lenders, and not any of the Tranche A Lenders, may be amended, and the performance or observance by Borrower or any other Credit Party of any such term may be waived with, and only with, the written consent of the Tranche B Required Lenders; provided in any event, any such amendments shall not effect or change any term or obligation with respect to the Credit Parties except with their prior written consent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. (d) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above: (1) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; and (2) the Required Lenders may consent to allow Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. Administrative Agent may, after consultation with the Borrower, agree to the modification of any term of this Credit Agreement or any other Loan Document to correct any printing, stenographic or clerical errors or omissions that are inconsistent with the terms hereof. (e) If Administrative Agent shall request the consent of any Lender to any amendment, change, waiver, discharge, termination, consent or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may such Lender shall be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting deemed to have given its consent to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreementrequest.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent 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 rights and remedies of the Administrative Agent 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 Borrower any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, the Parent Guarantor and the Required Lenders or by the Borrower Borrower, the Parent Guarantor and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to change Section 2.13(b2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to release either Guarantor from its obligations under the Guaranty, or (vi) 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative an Agent 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 rights and remedies of the Administrative Agent Agents 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 9.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative any Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither None of this Agreement nor Agreement, any other Loan Document or any provision hereof hereunder or thereunder may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that that, notwithstanding the foregoing: (i) solely with the written consent of each Lender directly and adversely affected thereby (but without the necessity of obtaining the consent of all affected Lenders will be required with respect to (i) reductions the Required Lenders, other than in the unpaid case of clause (1) below, which shall require the consent of each Lender increasing its Revolving Credit Commitments if such increase is effectuated other than pursuant to the provisions under this Agreement specifically permitting increases of commitments without the further approval of Required Lenders (including in connection with a Reallocation pursuant to Section 2.12 hereof)), any such agreement may: (1) increase the Revolving Credit Commitment of any Lender, it being understood that (y) a waiver of any condition precedent set forth in Section 4.3, or (z) the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of Revolving Credit Commitments shall not constitute an increase of any Revolving Credit Commitments of any Lender; (2) reduce or forgive (or have the effect of reducing or forgiving) the principal amount of any Loan or extensions reduce the rate of interest thereon, or reduce any fees or premiums payable hereunder (except in connection with the waiver of applicability of any post-Default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders), it being understood that (y) the waiver of any Default, Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal, and (z) any change in Historical Excess Availability, Historical Average Utilization or any other definition used in the calculation of such rate of interest or fees (or any component definition thereof) shall not constitute a reduction in any rate of interest or any fee for purposes of this clause (2)); (3) postpone (or have the effect of postponing) the scheduled date for of payment of the principal amount of any Loan, or any interest thereon, or any fees or premiums payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Credit Commitment; it being understood that a waiver of any condition precedent set forth in Section 4.3 or the waiver of any Default or mandatory prepayment shall not constitute a postponement of the US-DOCS\148017393.28 scheduled date of payment of principal of the Loanany Loan or expiration of any Revolving Credit Commitment of any Lender; (4) change Section 2.3(b)(i), (ii) reductions in interest rates or fees or extensions of the dates for payment thereof, (iii) increases or Section 2.21(c) in the amounts or extensions of the expiry date of the Lenders’ Commitments, and the consent of 100% of the Lenders will be required with respect to (x) changes to Section 2.13(b) or (c) a manner that would alter the pro rata sharing of payments required thereby, or change the application of proceeds provision in Section 6.4 of the Borrower Collateral Agreement; or (5) (x) contractually subordinate the Obligations hereunder to any other Indebtedness or other obligations or (y) contractually subordinate the Liens securing the Obligations to Liens securing any other Indebtedness or other obligations; (ii) solely with the written consent of the Supermajority Required Lenders of the respective Class, any such agreement may amend Section 2.1(a)(i) or (ii), as applicable, or increase advance rates or make other modifications to the applicable Borrowing Base (or any constituent definitions to the extent used therein) that have the effect of increasing availability thereunder (including changes to in eligibility criteria), it being understood that increases or decreases in Reserves implemented by the Collateral Agent and the Co-Collateral Agent in their Permitted Discretion shall require only the consent of the Collateral Agent and the Co-Collateral Agent; (iii) solely with the written consent of each Lender (other than a Defaulting Lender), any such agreement may: (1) change any of the provisions of this Section 9.2 or the definition of “Required Lenders” ”, “Supermajority 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 hereunder; (2) except as otherwise expressly provided in Section 9.14 or (z) amendments and/or waivers of any in the Borrower Collateral Agreement, release a portion of the conditions set forth Collateral with a fair market value equal to or in Section 4.01 excess of $1,000,000; or (iv) except as otherwise expressly permitted, consent to the assignment of the Borrower’s Obligations under this Agreement. (c) Notwithstanding anything in this Agreement or Section 4.02; provided further that no such agreement any other Loan Document to the contrary, only the consent of the parties to the Administrative Agent Fee Letter or the Co-Collateral Agent Fee Letter, as applicable, shall be required to amend, modify or otherwise supplement their respective terms. (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and joinder agreements with respect thereto in accordance with such sections, and such Extension Amendments and joinder agreements may effect such amendments to the Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the existence and the terms of the Extension, as applicable, and will be effective to amend the terms of this Agreement and the other applicable Loan Documents (including 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 applicable Loan Documents with the other Revolving Credit Loans, and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders), in each case, without any further action or consent of any other party to any Loan Document. US-DOCS\148017393.28 (e) Notwithstanding anything to the contrary contained in this Section 9.2 or any other Loan Document, guarantees, collateral security documents and related documents executed in connection with this Agreement may be in a form reasonably determined by the Collateral Agent and may be, together with this Agreement, amended and waived with the consent of the Collateral Agent at the request of the Borrower without the need to obtain the consent of any other Agent or Lender if such amendment or waiver is delivered in order (i) to comply with local requirements of Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes, errors, defects or inconsistencies or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement or any other Loan Documents. In addition, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature in this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision without further action or consent by any other party; provided that the Required Lenders shall not have objected to such amendment within five Business Days after receiving a copy thereof. (f) 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 (1) the Revolving Credit Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender; provided, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Agent in addition to the Lenders required above, directly and adversely affect the rights or duties of the Administrative of, or any fees or other amounts payable to, such Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of under this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment or any other Loan Document; and (ii) at no Lender consent is required to effect an Extension Amendment (except as expressly provided in Section 2.22 or in the time such amendment becomes effectivefollowing clause), each Lender not consenting thereto receives payment and in full connection with an Extension Amendment, only the consent of the principal Lenders that will continue as a Lender in respect of and interest accrued on the Loan made by it and all other amounts owing Extended Revolving Credit Commitments, as applicable, subject to it or accrued such Extension Amendment shall be required for its account under this Agreementsuch Extension Amendment.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement any Loan Document (other than a Swap Agreement) nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% each Lender affected thereby, (iv) release any Guarantor from its Guarantee under a Guarantee Agreement or limit its liability in respect of such Guarantee or such Guarantee Agreement or its obligation to enter into and provide a Guarantee pursuant to a Guarantee Agreement, without the written consent of each Lender, (v) release of the Lenders will be required Lien of the Administrative Agent on all or substantially all of the Collateral, with respect to the written consent of each Lender, (xvi) changes to Section 2.13(bchange Sections 2.19(b) or through (cg) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (yvii) changes to 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 or (z) amendments and/or waivers hereunder, without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) is hereby irrevocably authorized by each Lender to take any action requested by the terms Borrower having the effect of such agreement the Commitment of each Lender not consenting releasing any Collateral or guarantee obligations to the amendment provided for therein shall terminate upon the effectiveness extent necessary to permit consummation of such amendment and (ii) at the time such amendment becomes effective, each Lender any transaction not consenting thereto receives payment prohibited by any Loan Document or that has been consented to in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under accordance with this AgreementSection 10.02.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent Agent, the Issuing Banks and the Lenders hereunder or under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Parent or the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent Agent, any Lender or any Lender Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Parent, the Borrower and the Required Lenders or by the Parent, the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby, or (yv) changes to change any of the provisions of this Section 9.02(b) 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 or (z) amendments and/or waivers hereunder, without the prior written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall (i) amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any Issuing Bank or the Swingline Lender hereunder or (ii) waive, amend or modify Section 2.19, without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) . Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that the consent of all affected Lenders will be required with respect to no such agreement shall (i) reductions in increase any Lender’s commitment to make Loans without the unpaid principal amount or extensions written consent of the scheduled date for the payment of principal of the Loansuch Lender, (ii) reductions in reduce the principal amount of any Loan or reduce the rate of interest rates thereon, or reduce any fees or extensions payable hereunder, without the written consent of the dates for payment thereofeach Lender directly affected thereby, (iii) increases in postpone the amounts or extensions scheduled date of payment of the expiry date principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the Lenders’ Commitmentsamount of, and waive or excuse any such payment, without the written consent of 100% of the Lenders will be required with respect to each Lender directly affected thereby, (xiv) changes to change Section 2.13(b2.14(b) or (cd) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes to 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 hereunder, without the written consent of each Lender or (zvi) amendments and/or waivers release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of any of the conditions set forth in Section 4.01 or Section 4.02each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, as the case may be. Notwithstanding the foregoing, this Agreement and any provision other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower to each relevant Loan Document (x) to add one or more credit facilities to this Agreement and to permit 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 may be amended by an agreement and the other Loan Documents with the Loans and the accrued interest and fees in writing entered into by respect thereof and (y) to include appropriately the Borrower, Lenders holding such credit facilities in any determination of the Required Lenders and Lenders. If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent if (i) by the terms shall agree, as of such agreement date, to purchase for cash the Commitment of each Lender not consenting Loans and other Obligations due to the amendment provided Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for therein shall terminate upon all purposes under this Agreement and to assume all obligations of the effectiveness Non-Consenting Lender to be terminated as of such amendment date and to comply with the requirements of clause (b) of Section 9.04, and (ii) at the time Borrower shall pay to such amendment becomes effectiveNon-Consenting Lender in same day funds on the day of such replacement (1) all interest, each fees and other amounts then accrued but unpaid to such Non-Consenting Lender not consenting thereto receives by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.11 and 2.13, and (2) an amount, if any, equal to the payment in full which would have been due to such Lender on the day of such replacement under Section 2.12 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the principal Borrower only, amend, modify or supplement this Agreement or any of and interest accrued on the other Loan made by it and all other amounts owing Documents to it cure any ambiguity, omission, mistake, defect or accrued for its account under this Agreementinconsistency.

Waivers; Amendments. (a) No failure or delay by the Administrative Agent Agent, the 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 rights and remedies of the Administrative Agent Agent, the Issuing Bank 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Event of Default at the time. (b) Neither Subject to Section 2.14(b) and (c), Section 2.22 and Section 9.02(c), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the written consent of the Required Lenders; provided that that, notwithstanding the consent of all affected Lenders will be required with respect to foregoing, no such agreement shall (i) reductions in increase the unpaid principal amount or extensions Commitment of any Lender without the scheduled date for the payment written consent of principal of the Loansuch Lender, (ii) reductions 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 Lender affected thereby (other than in each case, additional interest rates accruing pursuant to Section 2.13(c)) (except that, for the avoidance of doubt, changes in the definition of Leverage Ratio or fees any component thereof or extensions any other financial covenant in Section 6.12 shall only require the consent of the dates for payment thereofRequired Lenders), (iii) increases except as provided in the amounts Section 2.21, postpone any Maturity Date or extensions any other scheduled date of payment of the expiry principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the Lenders’ Commitments, and the written consent of 100% of the Lenders will be required with respect to each Lender affected thereby, (xiv) changes to except as expressly provided in Section 2.13(b2.04(c)(v), change Section 2.18(b) or (c) or the last paragraph of Article VII in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (yv) changes except as expressly provided in (and subject to the terms of) Section 2.04(c)(v), change any of the provisions of this Section or the definition of “Required Lenders” or “Required Facility 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 hereunder, without the written consent of each Lender, or (zvi) amendments and/or waivers of any release the Company from its obligations under the Guaranty or release all or substantially all of the conditions set forth Subsidiary Guarantors from their obligations under the Subsidiary Guaranty (except as provided in Section 4.01 or Section 4.025.12(b) and (c)) without the written consent of each Lender; provided further that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative AgentAgent or the Issuing Bank, as the case may be. Notwithstanding , (x) no such agreement shall amend or modify Section 2.20 without the foregoingprior written consent of the Administrative Agent and the Issuing Bank, (y) no such agreement shall amend or modify the provisions of Section 2.06 or any letter of credit application and any bilateral agreement between the Borrower and the Issuing Bank regarding the Issuing Bank’s Letter of Credit Commitment or the respective rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank, respectively, and (z) if such agreement affects the rights or obligations of Lenders of only a specific Facility (and not any other Facility), only the prior written consent of the Required Facility Lenders for such Facility shall be required. (c) If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by the Borroweror any other Loan Document, the Required Lenders and then the Administrative Agent if (i) by and the terms Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement. The Administrative Agent shall promptly provide a copy of any such agreement the Commitment of each Lender not consenting amendment to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on the Loan made by it and all other amounts owing to it or accrued for its account under this AgreementLenders.