Common use of Amendment and Waivers Clause in Contracts

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, date or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder); (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.5 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.5 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.5 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and or (viii) increase the Advance Rate or change the definition of Eligible Billed Receivables, Eligible Unbilled Receivables or Borrowing Base; and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. No amendment or modification of any provision of this Agreement shall be effective without the written agreement of Required Lenders (aafter notice to all Lenders, which notice may be oral) Except as otherwise and Borrowers, and no termination or waiver of any provision of this Agreement, or consent to any departure by Borrowers therefrom, shall in any event be effective without the written concurrence of Required Lenders (after notice to all Lenders, which notice may be oral), which Required Lenders shall have the right to grant or withhold at their sole discretion, except that any amendment, modification or waiver of any provision of Section 2 hereof relating to any increase of the Commitments or any Lender's Commitment, to the principal amount, amortization and final maturity of the Loans, to the reduction of interest rates applicable to the Loans, to the rates at which the fees payable to the Agent for the ratable benefit of the Lenders pursuant hereto are determined, to the forgiveness of any amount payable or receivable under Section 2, to the definition of "Required Lenders" and "pro rata", to the level of consent required to release Collateral, and to the provisions contained in this Section 12.D shall be effective only if evidenced by a writing signed by or on behalf of all Lenders, provided hereinthat notwithstanding the foregoing, no the consent or approval of a Lender will not be required if such amendment, modification or waiver does not affect such Lender. No amendment, modification, termination or waiver of any provision of this Agreement Section 11 hereof or any other Loan Document, or consent provision referring to any departure by the Credit Parties or any of them therefrom, Agent shall be effective unless without the same written concurrence of Agent. Agent may, but shall be in writing and signed by Requisite Lenders (have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (consents on behalf of all Borrowers) such Lender. Any waiver or all Borrowers; provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless only in writing the specific instance and signed by Agent, (B) Documentation Agent under for the specific purpose for which it was given. No notice to or demand on Borrowers in any Loan Document case shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment entitle Borrowers to any Fee Letter may be amended, further notice or rights demand in similar or privileges thereunder waived, in a writing executed only by the parties theretoother circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 12.D. shall be binding upon on each assignee, transferee or recipient of Agent, Documentation Agent, L/C Issuer, each Lender and 's or any Lender's Commitment or the Credit Parties. Notwithstanding anything to Loans at the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lendertime outstanding.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) , Agent and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders)such Lender; (ii) reduce the principal of, rate (or cash rate) of interest (other than default interest) on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, date or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders)10.4; (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrowers or any other party (other than any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and or (viii) increase the Advance Rate or change the definition of Eligible Receivables or Borrowing Base; and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver No provision of any provision Loan Document may be changed, amended, modified, terminated, restated, waived, supplemented, discharged or cancelled orally or by any course of this Agreement dealing or in any other Loan Documentmanner, or and no consent to any departure by the Credit Parties or any of them therefrom, Borrower therefore shall be effective unless the same effective, other than by a written agreement signed by Borrower, Agent and Requisite Lenders; provided, that no consent or agreement by Borrower shall be in writing required to amend, modify, change, restate, waive, supplement, discharge, cancel or terminate any provision of Article 12 (other than subparagraph (g) thereof) so long as no additional duties are required to be assumed by Borrower; and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; providedprovided further, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: following and that the agreement of Borrower shall not be required for any amendment, modification, termination, or waiver that does any of the following (other than item (vi) below to the extent adverse to Borrower and unless any of the following would increase any commitment fee owing by Borrower): (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder); (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, in addition to Lenders required herein above to take such action. Notwithstanding anything contained in this Agreement to the contrary, no waiver or consent with respect to any Default (Bif in connection therewith Lenders have exercised their right to suspend the making or incurrence of further Advances) Documentation Agent under or any Loan Document Event of Default shall be effective for purposes of the conditions precedent to the making of Advances unless the same shall be in writing and signed by Documentation Agentthe Requisite Lenders with respect to the Lenders and Borrower. Each amendment, and (C) L/C Issuer under any Loan Document modification, termination or waiver shall be effective unless only in writing the specific instance and signed by L/C Issuerfor the specific purpose for which it was given. No amendment, in each casemodification, in addition to Lenders termination or waiver shall be required hereinabove for Agent, for the benefit of itself and the benefit of Lenders, to take such action; and provided, further, that no amendment additional Collateral pursuant to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoLoan Document. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderall parties hereto.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Document, or nor consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (the Required Lenders, and then such waiver or Agent at consent shall be effective only in the direction of specific instance and for the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersspecific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver shall, consent shall (a) unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment amount or extend the expiration date of any individual Lender (which action shall be deemed to directly affect all Lenders); Lender’s Commitment, (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any on, the Loan or other Obligation; amounts payable hereunder, or (iii) extend the scheduled due datepostpone any date fixed for any payment of principal of, or reduce interest on, the amount due on any scheduled due date, of any installment of principal, interest Loan or fees other amounts payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereofhereunder; (ivb) unless in writing and signed by all of the Lenders, do any of the following: (i) change the percentage Commitment Percentage of the Commitments, any Lender or of the aggregate unpaid principal amount of the LoansLoan, or the number of the Lenders which that shall be required for Lenders, Agent the Lenders or any of them to take any action hereunder hereunder, (which action shall be deemed to directly affect all Lendersii) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion substantially all of the Collateral or release any Guarantor from its obligations under the Guarantee and Collateral Agreement, (which action shall be deemed to directly affect all Lendersiii) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or amend this Section 10.4 11.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” Required Lenders”, or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”iv) if as a result thereof the amounts available to be borrowed by Borrowers would be increased release Borrower from all of its obligations hereunder; or (which action shall be deemed to directly affect all Lendersc) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, the Agent (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to the Lenders required hereinabove above to take such action; and provided), furtheras applicable, that amend, modify or waive any provision of Section 10 hereof or affect the rights or duties of the Agent under this Agreement or any other Loan Document. In addition, no amendment provision of this Agreement pursuant to which the GS Funds have any Fee Letter rights or benefits may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver supplemented or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended otherwise modified without the prior written consent of such Lenderthe GS Funds.

Amendment and Waivers. (a) Except as otherwise provided herein, prior to the Senior Facility Termination Date, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure To the fullest extent permitted by the Credit Parties DGCL, the Merger Agreement may be amended by the parties by action taken by or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) their respective boards of directors at any time prior to the Effective Time, provided that any such amendment that changes the Offer Price or all Borrowers; providedthe Merger Consideration must also be approved by the Special Committee. At any time prior to the Effective Time, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of party to the following: Merger Agreement may (i) increase extend the Commitment time for the performance of any individual Lender (which action shall be deemed obligation or other act of another party to directly affect all Lenders); the Merger Agreement, (ii) reduce waive any inaccuracy in the principal of, rate (representations and warranties of another party contained in the Merger Agreement or cash rate) of interest on or fees payable with respect in any document delivered pursuant to any Loan or other Obligation; the Merger Agreement and (iii) extend waive compliance with any agreement of another party or condition to its own obligations contained in the scheduled due dateMerger Agreement, provided that, if Hertz seeks to make such extension or reduce waiver as provided in clause (i), (ii) or (iii) above, it must first obtain the amount due on approval of the Special Committee. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound. DISSENTERS’ RIGHTS Under Section 262 of the DGCL, any scheduled due date, holder of Shares at the Effective Time (a “Remaining Stockholder”) who does not wish to accept the Merger Consideration pursuant to the Merger has the right to seek an appraisal and be paid the “fair value” of its Shares at the Effective Time (exclusive of any installment element of principal, interest value arising from the accomplishment or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage expectation of the Commitments, Merger) judicially determined and paid to it in cash provided that such holder complies with the provisions of such Section 262 of the aggregate unpaid principal amount DGCL. The following is a brief summary of the Loans, or statutory procedures to be followed by a Remaining Stockholder in order to dissent from the Merger and perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the Lenders DGCL, the text of which shall is set forth in Annex C hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Dissenters’ rights will not be required available unless and until the Merger is consummated. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for Lenders, Agent or any appraisal of them Shares must be delivered to take any action hereunder the Secretary of Hertz (which action shall be deemed to directly affect all Lendersx) before the taking of the vote on the approval and adoption of the Merger Agreement if the Merger is being consummated following approval thereof at a meeting of Xxxxx’x stockholders (a “long-form merger”) or alter, as between or among (y) within 20 days after the Revolving Lenders date that the Surviving Corporation mails to the Remaining Stockholders a notice (the “Notice of Merger”) to the effect that the Merger has been approved and/or is effective and Term Lenders, the amount payable to each hereunder; that appraisal rights are available (v) except as otherwise permitted herein or and includes in the other Loan Documents, release any Guaranty or release all or such notice a substantial portion copy of Section 262 of the Collateral DGCL and any other information required thereby) if the Merger is being effected without a vote or meeting of Xxxxx’x stockholders either in a Short-Form Merger pursuant to Section 253 of the DGCL or otherwise by stockholder written consent without a meeting of stockholders (both of which action shall are referred to in this discussion as a “Short-Form Merger”). If the Merger is effected as a long-form merger, this written demand for appraisal of Shares must be deemed in addition to directly affect all Lenders) (providedand separate from any proxy or vote abstaining from or against the approval and adoption of the Merger Agreement, that consent and neither voting against, abstaining from voting, nor failing to vote on the Merger Agreement will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a long-form merger, any stockholder seeking appraisal rights must hold the Shares for which appraisal is sought on the date of the making of the demand, continuously hold such release shall not be required if such release is made after Shares through the occurrence Effective Time, and during the continuation of an Event of Default in connection otherwise comply with the sale or disposition provisions of Section 262 of the Collateral that is consented to by Agent and Documentation Agent DGCL. Any holder of Shares who votes or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions delivers a written consent in favor of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or LienMerger Agreement, as the case may be, will lose appraisal rights under Section 262. In the case of both a Short-Form Merger and a long-form merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the stock certificates. If Xxxxxx are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; and/or (x) consent however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the assignment Shares held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case the written demand must set forth the number of Shares covered by such demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the date of any meeting of stockholders of Hertz called to approve the Merger in the case of a long-form merger and within 20 days following the mailing of the Notice of Merger in the case of a Short-Form Merger. Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary, The Hertz Corporation, 000 Xxxx Xxxxxxxxx, Xxxx Xxxxx, XX 00000. The written demand for appraisal should specify the stockholder’s name and mailing address, the number of Shares covered by the demand and that the stockholder is thereby demanding appraisal of such Shares. In the case of a long-form merger, Hertz must, within ten days after the Effective Time, provide notice of the Effective Time to all stockholders who have complied with Section 262 of the DGCL and have not voted for approval and adoption of the Merger Agreement. Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the approval and adoption of the Merger Agreement or consent thereto in writing. Voting or consenting in favor of the approval and adoption of the Merger Agreement, or delivering a proxy in connection with the stockholders meeting called to approve the Merger Agreement (unless the proxy votes against, or expressly abstains from the vote on, the approval and adoption of the Merger Agreement), will constitute a waiver of the stockholder’s right of appraisal and will nullify any written demand for appraisal submitted by the stockholder. Regardless of whether the Merger is effected as a long-form merger or a Short-Form Merger, within 120 days after the Effective Time, either Hertz or any stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting stockholders. This petition must also be served on the Surviving Corporation. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such stockholders, determining the fair value of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Xxxxxxxxxx v. UOP, Inc., et al., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that in making this determination of fair value the court must consider “market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation ...” The Delaware Supreme Court has construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” However, the court noted that Section 262 provides that fair value is to be determined “exclusive of any element of value arising from the accomplishment or expectation of the merger.” Remaining Stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration if they do seek appraisal of their Shares, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262 of the DGCL. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any Remaining Stockholder who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote for any purpose the Shares subject to such demand or to receive payment of dividends or other transfer by distributions on such Shares, except for dividends or other distributions payable to stockholders of record at a date prior to the Effective Time. At any Credit Party time within 60 days after the Effective Time, any former holder of Shares shall have the right to withdraw his or her demand for appraisal and to accept the Merger Consideration. After this period, such holder may withdraw his or her demand for appraisal only with the consent of Hertz as the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, stockholders’ rights to appraisal shall cease and all stockholders shall be entitled to receive the Merger Consideration. Inasmuch as Hertz has no obligation to file such a petition, and Ford has no present intention to cause or permit the Surviving Corporation to do so, any other party stockholder who desires such a petition to be filed is advised to file it on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any Loan Documents (other than Agentstockholder without the approval of the Delaware Court of Chancery, Documentation Agent, L/C Issuer or and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any Lender) required step in connection with the exercise of any of their appraisal rights and obligations under any Loan Document; and provided, further, that no amendment, modification, may result in the termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderrights. APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO. STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID IN THE OFFER THEREFOR.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowerssuch Credit Party); provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowersor such Credit Party) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due Credit Agreement CapitalSource — Global Employment date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); and/or (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer Agent or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided. Notwithstanding anything contained in this Agreement to the contrary, further, that no amendment waiver or consent with respect to any Fee Letter may Default (if in connection therewith Revolving Lenders have exercised their right to suspend the making or incurrence of Advances) or any Event of Default shall be amended, or rights or privileges thereunder waived, effective for purposes of the conditions precedent to the making of Advances unless the same shall be in writing and signed by Revolving Lenders holding at least a writing executed only by majority of the parties theretoCommitments in respect of the Revolving Facility. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, or consent to any departure by the Credit Parties Issuer or any of them Enova therefrom, shall in any event be effective unless the same shall be in writing and signed by Issuer, the Administrative Agent, the Collateral Agent (at the written direction of Administrative Agent) and the Requisite Lenders Note Purchasers (or by Administrative Agent at on their behalf) without taking into account the direction of Notes held by Non-Funding Note Purchasers, and then such amendment, waiver or consent shall be effective only in the Requisite Lenders) specific instance and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersfor the specific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver consent shall, unless in writing and signed by Borrower Funds Administrator (on behalf without the consent of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the followingNote Purchasers: (i) increase change the Commitment number of Note Purchasers required for the Note Purchasers or any individual Lender (which of them to take any action shall be deemed to directly affect all Lenders)hereunder; (ii) reduce amend any of the principal ofprovisions of Sections 9.2, rate (10.4 or cash rate) of interest on or fees payable with respect to any Loan or other Obligation13.3; (iii) amend the sharing of payments by Note Purchasers according to their Pro Rata Shares pursuant to Section 13.3 or the definitions of “Pro Rata Share” or “Requisite Note Purchasers”; (iv) release all or substantially all of the Collateral; (v) release Issuer from all of the Obligations other than upon payment in full of the Obligations; (vi) consent to the assignment or other transfer by Issuer or any other party (other than Administrative Agent or any Note Purchaser) to any Transaction Documents of any of their rights and obligations under any Transaction Document; or (vii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or fees payable under with respect to any Loan Documentportion of the Notes, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agentshall, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lendereach Note Purchaser directly affected thereby: (i) reduce the amount of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or the interest rate (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) applicable to, the Notes or any fees or other amounts payable hereunder; (ii) postpone any date on which any payment of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), the Notes or any fees or other amounts payable hereunder is required to be made; (iii) increase or extend the Revolving Commitment of any Note Purchaser; or (iv) reduce the principal of, rate of interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) or fees payable with respect to any portion of the Notes.

Amendment and Waivers. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and Buyers holding at least a majority of the Conversion Shares, determined as if all of the Notes held by Buyers then outstanding have been converted into Conversion Shares without regard to any limitations on the conversion of the Notes; provided that for theses purposes any Securities owned directly or indirectly by the Company or any of its affiliates shall be deemed not to be outstanding. Notwithstanding the preceding sentence to the contrary: (ai) Except as otherwise provided herein, no amendment, modification, termination amendment or waiver of the provisions of Section 9(e) or Section 9(f) of this Agreement shall be effective without the approval of the holders of all outstanding Securities, (ii) no amendment or waiver of the provisions of Section 2, Section 7, Section 8, Section 9(k), Section 9(l) or Section 9(m) of this Agreement shall be effective with respect to any holder of Securities unless it is approved by such holder, and (iii) no amendment shall be effective to the extent that it applies to less than all of the holders of the Notes then outstanding. No consideration shall be offered or paid to any holder of any Securities to amend or consent to a waiver or modification of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective the Transaction Documents unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction consideration is offered on identical terms to all of the Requisite Lenders) and Borrower Funds Administrator (on behalf holders of all Borrowers) or all Borrowers; providedsuch Securities. Notwithstanding anything herein to the contrary, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: amendment shall (i) increase extend the Commitment maturity of the Notes, reduce the interest rate, extend the time for payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any individual Lender (which action shall be deemed amount payable on redemption or repurchase thereof or affect any amounts due to directly affect all Lenders); any holder or (ii) reduce the principal ofaforesaid percentage of Notes, rate (or cash rate) the holders of interest on or fees payable with respect which are required to consent to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderthe holders of all Notes then outstanding.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties any Co-Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders; provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders” or “Requisite Class Lender” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Commitments are included on the Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (f) postpones the date on which any interest or any fees are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Facility Fee for purpose of this clause (g); (h) increases the maximum duration of Interest Periods permitted hereunder; (i) releases all or substantially all of the Collateral; (j) releases of all or substantially all the value of the Guaranty; (k) amends the definition of “Pro Rata Shares”; or (l) changes in any manner the provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5 shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator [reserved], (on behalf of all Borrowersii) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (iii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 2.1A(ii) or any other provision of this Agreement relating to the Swing Line Loan Commitment or the Swing Line Loans shall be effective without the written consent of the Swing Line Lender, (v) no amendment, modification, termination or waiver of any provision of Section 3 or any other provision of this Agreement relating to the rights or duties obligations of (A) Agent under any Loan Document an Issuing Bank shall be effective unless in writing and signed by Agentwithout the written concurrence of such Issuing Bank, (Bvi) Documentation no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Administrative Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, without the written concurrence of the Administrative Agent and (Cvii) L/C Issuer under any Loan Document no amendment or modification of the First-Out Provisions shall be effective unless in writing without the consent of all Lenders. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender and signed by L/C Issuerno amendment, in each casemodification, in addition to Lenders required hereinabove to take such action; and providedtermination or waiver which has the effect of changing any payment, further, that no amendment voluntary or mandatory prepayments or Commitment reductions applicable to any Fee Letter may be amended, or rights or privileges thereunder waived, Class (the “Affected Class”) in a writing executed manner that disproportionately disadvantages such Class relative to the other Class shall be effective without the written concurrence of the Requisite Class Lenders of the Affected Class (it being understood and agreed that any amendment, modification, termination or waiver of any such provision which only by postpones or reduces any voluntary or mandatory prepayment or Commitment reduction from those set forth in Section 2.4 with respect to one Class but not the parties theretoother Classes shall be deemed to disproportionately disadvantage such one Class but not to disproportionately disadvantage such other Classes for purposes of this clause). Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrowers, on the Borrowers and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender shall have amended and restated) (i) with the written approval of the Administrative Agent, Holdings and the lenders of the additional Commitments incurred pursuant to Section 2.1A(iii) to implement the additional Commitments incurred pursuant to and in accordance with Section 2.1A(iii) or (ii) with the written approval of the Administrative Agent, Holdings and the Accepting Lenders to implement any right Loan Modification Offer that becomes effective pursuant to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderand in accordance with Section 2.9.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowerssuch Credit Party); provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowersor such Credit Party) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders or the Term A Lenders and the Convertible Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); and/or (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer Agent or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that . Notwithstanding anything contained in this Agreement to the contrary (A) no amendment waiver or consent with respect to any Fee Letter Default (if in connection therewith Revolving Lenders have exercised their right to suspend the making or incurrence of Advances) or any Event of Default shall be effective for purposes of the conditions precedent to the making of Advances unless the same shall be in writing and signed by Revolving Lenders holding at least a majority of the Commitments in respect of the Revolving Facility and (B) the Conversion and Registration Rights Agreement may be amended, or rights or privileges thereunder waived, amended only in a writing executed only by accordance with the parties theretoterms thereof. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Lenders, Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all BorrowersBorrower; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: following and that the agreement of Borrower shall not be required for any amendment, modification, termination, or waiver that does any of the following (other than item (vi) below to the extent adverse to Borrowers and unless any of the following would increase any commitment fee owing to Borrowers): (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder); (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.5 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.5 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.5 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties any Co-Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders; provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders” or “Requisite Class Lender” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Commitments are included on the Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (f) postpones the date on which any interest or any fees are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Facility Fee for purpose of this clause (g); (h) increases the maximum duration of Interest Periods permitted hereunder; (i) releases all or substantially all of the Collateral; (j) releases of all or substantially all the value of the Guaranty; (k) amends the definition of “Pro Rata Shares”; or (l) changes in any manner the provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5 shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator [reserved], (on behalf of all Borrowersii) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (iii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 2.1 A(ii) or any other provision of this Agreement relating to the Swing Line Loan Commitment or the Swing Line Loans shall be effective without the written consent of the Swing Line Lender, (v) no amendment, modification, termination or waiver of any provision of Section 3 or any other provision of this Agreement relating to the rights or duties obligations of (A) Agent under any Loan Document an Issuing Bank shall be effective unless in writing and signed by Agentwithout the written concurrence of such Issuing Bank, (Bvi) Documentation no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Administrative Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, without the written concurrence of the Administrative Agent and (Cvii) L/C Issuer under any Loan Document no amendment or modification of the First-Out Provisions shall be effective unless in writing without the consent of all Lenders. The Administrative Agent may, but shall have no obligation to, with the concurrence of 145 CREDIT AGREEMENT any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender and signed by L/C Issuerno amendment, in each casemodification, in addition to Lenders required hereinabove to take such action; and providedtermination or waiver which has the effect of changing any payment, further, that no amendment voluntary or mandatory prepayments or Commitment reductions applicable to any Fee Letter may be amended, or rights or privileges thereunder waived, Class (the “Affected Class”) in a writing executed manner that disproportionately disadvantages such Class relative to the other Class shall be effective without the written concurrence of the Requisite Class Lenders of the Affected Class (it being understood and agreed that any amendment, modification, termination or waiver of any such provision which only by postpones or reduces any voluntary or mandatory prepayment or Commitment reduction from those set forth in Section 2.4 with respect to one Class but not the parties theretoother Classes shall be deemed to disproportionately disadvantage such one Class but not to disproportionately disadvantage such other Classes for purposes of this clause). Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrowers, on the Borrowers and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender shall have amended and restated) (i) with the written approval of the Administrative Agent, Holdings and the lenders of the additional Commitments incurred pursuant to Section 2.1 A(iii) to implement the additional Commitments incurred pursuant to and in accordance with Section 2.1 A(iii) or (ii) with the written approval of the Administrative Agent, Holdings and the Accepting Lenders to implement any right Loan Modification Offer that becomes effective pursuant to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderand in accordance with Section 2.9.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any Any provision of this Agreement Agreement, the Notes or any the other Loan DocumentDocuments may be amended or waived if, but only if such amendment or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be waiver is in writing and is signed by Requisite Borrower and Majority Lenders (and, if the rights or duties of Administrative Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersare affected thereby, by Administrative Agent); provided, that PROVIDED THAT no amendment, modification, termination amendment or waiver shall, unless in writing and signed by Borrower Funds Administrator all Lenders, (on behalf a) modify the voting percentages of all BorrowersLenders, (b) release a guarantor or all Borrowers any part of the Collateral (other than as contemplated hereby), (c) amend or waive any of the provisions of ARTICLE 4 or the definitions contained in SECTION 1.01 applicable thereto, or (d) change the definitions of Majority Lenders or Required Lenders; and FURTHER PROVIDED THAT no amendment or waiver shall, unless signed by each Lender directly affected thereby, do any of the following: (i) increase the Commitment of such Lender or subject any individual Lender (which action shall be deemed to directly affect all Lenders); any additional obligation, (ii) forgive any of the principal of or reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; any fees hereunder, (iii) extend postpone the scheduled due date, date fixed for any payment of principal of or reduce the amount due interest on any scheduled due dateLoan or any fees hereunder, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change a Lender's Commitment Percentage except as otherwise provided for in this Agreement, or (v) change the number or percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or under this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party SECTION 12.03 or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) provision of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such LenderAgreement.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any Sponsor, or any of them therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders Lenders, Agent and Borrowers (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowerssuch Credit Party); provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase or reinstate the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligationthe requirement that any of the foregoing be paid in full in cash; (iii) extend the scheduled due datedate (including the Maturity Date), or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or change the definition of "Requisite Lenders" or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); and (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, in addition to Lenders required herein above to take such action. Notwithstanding anything contained in this Agreement to the contrary, no waiver or consent with respect to any Default (Bif in connection therewith Revolving Lenders have exercised their right to suspend the making or incurrence of further Revolving Advances) Documentation Agent under or any Loan Document Event of Default shall be effective for purposes of the conditions precedent to the making of Revolving Advances unless the same shall be in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to the Requisite Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything respect to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderrelevant Revolving Lenders and Borrowers.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modificationNo Modification, termination or waiver of any provision of this Agreement Agreement, of the Notes or of any other Loan Document, or consent to any departure by the Credit Parties or any of them Loan Party therefrom, shall in any event be effective unless without the same shall be in writing and signed by written concurrence of the Requisite Lenders and each Loan Party that is party to the relevant Loan Document; provided that any such Modification, termination, waiver or consent which: (a) reduces or Agent at forgives the direction principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders” (it being understood that, with the consent of the Requisite Lenders) and Borrower Funds Administrator (on behalf , additional extensions of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shall, unless credit pursuant to this Agreement may be included in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” on substantially the same basis as the Loans are included on the Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of the Loans (except in accordance with the terms of subsection 2.12); (e) postpones the date on which any interest is payable; (f) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to subsection 2.4E) or the amount of any fees (including the extension fee payable under subsection 2.12) payable hereunder; (g) increases the maximum duration of Interest Periods permitted hereunder; (h) releases all or substantially all of the Collateral; (i) releases Holdings from its obligations under any Guaranty or, except as provided in any applicable Guaranty or in connection with Asset Sales to the extent permitted under subsection 6.8, releases all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty; (j) changes subsections 2.6D(iii) or 9.4 or amends the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby; or (which action k) changes in any manner the provisions contained in this subsection 9.5, shall be deemed effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed being directly affect all Lendersaffected by such Modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that any Modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” shall be effective only if evidenced by a written concurrence of the Requisite Lenders and the Administrative Agent. In addition to the written concurrence of the Requisite Lenders and each Loan Party that is party to the relevant Loan Document, (i) no amendment, modificationModification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document provision of any Note shall be effective unless in writing without the written concurrence of the Lender which is the holder of that Note, and signed (ii) no Modification, termination or waiver of any provision of Section 8 or of any other provision of this Agreement which, by Agentits terms, (B) Documentation expressly requires the approval or concurrence of the Administrative Agent under any Loan Document or the Collateral Agent shall be effective unless in writing and signed by Documentation without the written concurrence of the Administrative Agent or the Collateral Agent, and (C) L/C Issuer under any Loan Document as applicable. Any waiver or consent shall be effective unless only in writing the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on any Borrower in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrowers to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modificationModification, termination, waiver or consent effected in accordance with this Section 10.4 subsection 9.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and on the Credit PartiesBorrowers. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Requisite Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably (including with respect to prepayments) in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and in the benefits of all the Collateral, (b) to provide for the Lenders holding such additional credit facilities to share ratably with the Lenders holding Loans, and (c) to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders. Notwithstanding anything to the contrary hereincontained in this Section 9.5: (i) the parties to the Agent Letters may (1) enter into written amendments, no Deteriorating Lender supplements or Delinquent Lender shall have modifications to the Agent Letters (including amendments and restatements thereof) , for the purpose of adding any right provisions thereto or changing in any manner the rights thereunder of the parties thereto or (2) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of the Agent Letters, as the case may be, or any Default or Event of Default to approve or disapprove any amendmentthe extent (and only to the extent) relating to the Agent Letters, waiver or consent hereunder, except it being understood that the Commitment waiver of such Lender any Default or Event of Default (or portion thereof) relating to any of the other Loan Documents may not be increased accomplished only as set forth in the immediately preceding paragraph; (ii) the Collateral Agent may pursuant to the terms and conditions set forth in the Sponsor Guaranty or extended the Environmental Indemnity (as applicable), but without obtaining the consent of the Requisite Lenders, release either of the guarantors or indemnitors that is a party to such Lenderagreement from their obligations thereunder and (at the Collateral Agent’s election) require the Borrowers and Holdings to deliver an amended or replacement Sponsor Guaranty or Environmental Indemnity (as applicable) in form and substance, and executed by a substitute guarantor or indemnitor, acceptable to the Collateral Agent in its reasonable discretion; (iii) the Collateral Agent may in accordance with the applicable terms of this Agreement, but without obtaining the consent of the Requisite Lenders, (1) deliver to the Control Account Bank, updated and revised Operating Expenses Budgets, Carrying Costs Budgets and Predevelopment Expenses Budgets, (2) amend and revise the schedules to any Account Control Agreement, and (3) amend the disbursement instructions with respect to funds on deposit in the Lockbox Account, the Cash Management Account the Interest Reserve Account, the Operating Expense Account, the Carrying Costs Reserve Account, the Predevelopment Expenses Reserve Account and the Marriott Parking Dispute Reserve Account and (iv) to the extent applicable, all voting with respect to any Modification, termination or waiver as set forth in this subsection 9.5A shall be subject to the terms of the Co-Lender Agreement.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowerseach Credit Party; provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers each Credit Party and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the LoansLoan, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, alter as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); and/or (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer Agent or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders; provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders”; (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans or the scheduled date of termination of any of the Commitments; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (f) postpones the date on which any interest or any fees are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Facility Fee or Applicable Margin for purpose of this clause (g); (h) increases the maximum duration of Interest Periods permitted hereunder; (i) [reserved]; (j) releases of all or substantially all the value of the Guaranty; (k) amends the definition of “Pro Rata Shares”; or (l) changes in any manner the provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5 shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator [reserved], (on behalf of all Borrowersii) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (iii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an 98 CREDIT AGREEMENT increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments[reserved], of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents[reserved], release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the rights approval or duties concurrence of (A) the Administrative Agent under any Loan Document shall be effective unless in writing and signed by without the written concurrence of the Administrative Agent. The Administrative Agent may, (B) Documentation Agent under but shall have no obligation to, with the concurrence of any Loan Document Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective unless only in writing the specific instance and signed by Documentation Agent, and (C) L/C Issuer under for the specific purpose for which it was given. No notice to or demand on the Borrower in any Loan Document case shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment entitle the Borrower to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender amended and restated) with the written approval of the Administrative Agent and Holdings to cure any ambiguity, omission, defect or inconsistency so long as the Lenders shall have any right received at least five (5) Business Days prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to approve or disapprove any amendmentthe Lenders, waiver or consent hereunder, except a written notice from the Requisite Lenders stating that the Commitment of Requisite Lenders object to such Lender may not be increased or extended without the consent of such Lenderamendment.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Transaction Document, or consent to any departure by the Credit Parties Issuer or any of them Enova therefrom, shall in any event be effective unless the same shall be in writing and signed by Issuer, the Administrative Agent, the Collateral Trustee (at the written direction of Administrative Agent) and the Requisite Lenders Note Purchasers (or by Administrative Agent at on their behalf) without taking into account the direction of Notes held by Non-Funding Note Purchasers, and then such amendment, waiver or consent shall be effective only in the Requisite Lenders) specific instance and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersfor the specific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver consent shall, unless in writing and signed by Borrower Funds Administrator (on behalf without the consent of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the followingNote Purchasers: (i) increase change the Commitment number of Note Purchasers required for the Note Purchasers or any individual Lender (which of them to take any action shall be deemed to directly affect all Lenders)hereunder; (ii) reduce amend any of the principal ofprovisions of Sections 9.2, rate (10.4 or cash rate) of interest on or fees payable with respect to any Loan or other Obligation13.3; (iii) amend the sharing of payments by Note Purchasers according to their Pro Rata Shares pursuant to Section 13.3 or the definitions of “Pro Rata Share” or “Requisite Note Purchasers”; (iv) release all or substantially all of the Collateral; (v) release Issuer from all of the Obligations other than upon payment in full of the Obligations; (vi) consent to the assignment or other transfer by Issuer or any other party (other than Administrative Agent or any Note Purchaser) to any Transaction Documents of any of their rights and obligations under any Transaction Document; or (vii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or fees payable under with respect to any Loan Documentportion of the Notes, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agentshall, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lendereach Note Purchaser directly affected thereby: (i) reduce the amount of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or the interest rate (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) applicable to, the Notes or any fees or other amounts payable hereunder; (ii) postpone any date on which any payment of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), the Notes or any fees or other amounts payable hereunder is required to be made; (iii) increase or extend the Revolving Commitment of any Note Purchaser; or (iv) reduce the principal of, rate of interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) or fees payable with respect to any portion of the Notes.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowerseach Credit Party; provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers each Credit Party and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.3 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.3 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.3 (which action shall be deemed to directly affect all Lenders); and/or (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer Agent or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided. Notwithstanding anything contained in this Agreement to the contrary, further, that no amendment waiver or consent with respect to any Fee Letter may Default (if in connection therewith Lenders have exercised their right to suspend the making or incurrence of Advances) or any Event of Default shall be amended, or rights or privileges thereunder waived, effective for purposes of the conditions precedent to the making of Advances unless the same shall be in writing and signed by Lenders holding at least a writing executed only by majority of the parties theretoCommitments in respect of the Revolving Facility. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.3 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Lenders, Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: following and that the agreement of Borrowers shall not be required for any amendment, modification, termination, or waiver that does any of the following (other than item (vi) below to the extent adverse to Borrowers and unless any of the following would increase any commitment fee owing by Borrowers): (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders and Equipment Acquisition Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.5 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.5 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.5 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, in addition to Lenders required herein above to take such action. Notwithstanding anything contained in this Agreement to the contrary, no waiver or consent with respect to any Default (Bif in connection therewith Revolving Lenders have exercised their right to suspend the making or incurrence of further Advances) Documentation Agent under or any Loan Document Event of Default shall be effective for purposes of the conditions precedent to the making of Advances unless the same shall be in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to the Requisite Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything respect to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such LenderRevolving Lenders and Borrowers.

Amendment and Waivers. (a) Except With the written consent of the --------------------- Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as otherwise provided hereinthe Administrative Agent may specify in such instrument, no amendment, modification, termination or waiver any of any provision the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder or extend the time of payment thereof, in each case, without the written consent of (i) with respect to any such change to any Committed Rate Loan, each Bank and (ii) with respect to any such change to any Bid Loan, the Bank which made such Bid Loan, or (b) change the amount of any Bank's Commitment or the terms of its obligation to make Loans hereunder (other Loan Documentthan in accordance with subsection 2.20) or amend, modify or waive any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to any departure the assignment or transfer by the Credit Parties or either Borrower of any of them therefromits rights and obligations under this Agreement, shall be effective unless in each case without the same shall be in writing and signed by Requisite Lenders (or Agent at the direction written consent of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due dateBank, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vic) amend, modify or waive any provision of Section 9.2 or this Section 10.4 or 9 without the definitions written consent of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (includingthen Administrative Agent and, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which caseapplicable, any other Agent affected by such change amendment, modification or elimination waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan DocumentBank; and provided, further, however, that no such waiver, amendment, modificationsupplement or modification shall waive, termination amend, supplement or otherwise modify subsection 2.16 or Section 8(B)(2) without the written consent of the Required Banks. Any such waiver affecting and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights or duties of (A) such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under of any extension of the maturity of such Negotiated Rate Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such actionor reduction of the principal amount thereof; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by such Borrower and such Bank shall not extend the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and maturity of such Negotiated Rate Loan beyond the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that last day of the Commitment of such Lender may not be increased or extended without the consent of such LenderPeriod.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Document, or nor consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (the Required Lenders, and then such waiver or Agent at consent shall be effective only in the direction of specific instance and for the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersspecific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver shall, consent shall (a) unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment amount or extend the expiration date of any individual Lender (which action shall be deemed to directly affect all Lenders); Lender’s Commitment, (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any on, the Loan or other Obligation; amounts payable hereunder, or (iii) extend the scheduled due datepostpone any date fixed for any payment of principal of, or reduce interest on, the amount due on any scheduled due date, of any installment of principal, interest Loan or fees other amounts payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereofhereunder; (ivb) unless in writing and signed by all of the Lenders, do any of the following: (i) change the percentage Commitment Percentage of the Commitments, any Lender or of the aggregate unpaid principal amount of the LoansLoan, or the number of the Lenders which that shall be required for Lenders, Agent the Lenders or any of them to take any action hereunder hereunder, (which action shall be deemed to directly affect all Lendersii) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion substantially all of the Collateral or release any Guarantor from its obligations under the Guarantee and Collateral Agreement, (which action shall be deemed to directly affect all Lendersiii) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or amend this Section 10.4 11.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” Required Lenders”, or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”iv) if as a result thereof the amounts available to be borrowed by Borrowers would be increased release Borrower from all of its obligations hereunder; or (which action shall be deemed to directly affect all Lendersc) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, the Agent (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to the Lenders required hereinabove above to take such action; and provided), furtheras applicable, that no amendment to amend, modify or waive any Fee Letter may be amended, provision of Section 10 hereof or affect the rights or privileges thereunder waived, in a writing executed only by duties of the parties thereto. Any amendment, modification, termination, waiver Agent under this Agreement or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lenderother Loan Document.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all BorrowersAgent; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder); (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial any material portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.5 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.5 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.5 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties Borrower or any of them Indemnitor therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and the Requisite Lenders (or by Agent at on their behalf) without taking into account the direction of Loans held by Non-Funding Lenders, and then such amendment, waiver or consent shall be effective only in the Requisite Lenders) specific instance and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersfor the specific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver consent shall, unless in writing and signed by Borrower Funds Administrator (on behalf without the consent of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the followingLenders: (i) increase change the Commitment number of Lenders required for the Lenders or any individual Lender (which of them to take any action shall be deemed to directly affect all Lenders)hereunder; (ii) reduce amend any of the principal of, rate provisions of Sections 9.2 or this Section 10.4; (iii) amend the sharing of payments by Lenders according to their Pro Rata Shares pursuant to Section 13.3 or cash ratethe definitions of “Pro Rata Share” or “Requisite Lenders; (iv) release all or substantially all of interest on the value of guaranties delivered by the Indemnitor or fees payable with respect all or substantially all of the Collateral; (v) release Borrower from all of the Obligations other than upon payment in full of the Obligations; (vi) consent to the assignment or other transfer by Borrower or any other party to any Loan Documents (other than Agent or other Obligationany Lender) of any of their rights and obligations under any Loan Document; or (iiivii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or fees payable under with respect to any Loan Documentportion of the Loan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agentshall, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such each Lender directly affected thereby: (i) reduce the amount of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or the interest rate (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) applicable to, the Loans or any fees or other amounts payable hereunder; (ii) postpone any date on which any payment of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), the Loans or any fees or other amounts payable hereunder is required to be made; (iii) increase or extend the Revolving Loan Amount of any Lender.; or (iv) reduce the principal of, rate of interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) or fees payable with respect to any portion of the Loan. [RumbleOn] Loan Agreement

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties any Co-Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders; provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders” or “Requisite Class Lender” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Commitments are included on the Restatement Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (f) postpones the date on which any interest or any fees are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Facility Fee or Applicable Margin for purpose of this clause (g); (h) increases the maximum duration of Interest Periods permitted hereunder; (i) [reserved]; (j) releases of all or substantially all the value of the Guaranty; (k) amends the definition of “Pro Rata Shares”; or (l) changes in any manner the CREDIT AGREEMENT provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5 shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator [reserved], (on behalf of all Borrowersii) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (iii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments[reserved], of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 3, this Section 10.5 or any other provision of this Agreement relating to the rights or duties obligations of (A) Agent under any Loan Document an Issuing Bank shall be effective unless in writing and signed by Agentwithout the written concurrence of such Issuing Bank, (Bvi) Documentation no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Administrative Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, without the written concurrence of the Administrative Agent and (Cvii) L/C Issuer under [reserved]. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Loan Document Lender, execute amendments, modifications, waivers or consents on behalf of that Lender and no amendment, modification, termination or waiver which has the effect of changing any payment, voluntary or mandatory prepayments or Commitment reductions applicable to any Class (the “Affected Class”) in a manner that disproportionately disadvantages such Class relative to the other Class shall be effective unless without the written concurrence of the Requisite Class Lenders of the Affected Class (it being understood and agreed that any amendment, modification, termination or waiver of any such provision which only postpones or reduces any voluntary or mandatory prepayment or Commitment reduction from those set forth in writing Section 2.4 with respect to one Class but not the other Classes shall be deemed to disproportionately disadvantage such one Class but not to disproportionately disadvantage such other Classes for purposes of this clause). Any waiver or consent shall be effective only in the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on the Borrowers in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrowers to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrowers, on the Borrowers and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender amended and restated) (i) with the written approval of the Administrative Agent, Holdings and the lenders of the additional Commitments incurred pursuant to Section 2.1A(iii) to implement the additional Commitments incurred pursuant to and in accordance with Section 2.1A(iii), (ii) with the written approval of the Administrative Agent, Holdings and the Accepting Lenders to implement any Loan Modification Offer that becomes effective pursuant to and in accordance with Section 2.9 or (iii) with the written approval of the Administrative Agent and Holdings to cure any ambiguity, omission, defect or inconsistency so long as the Lenders shall have any right received at least five (5) Business Days prior written notice thereof and the Administrative Agent CREDIT AGREEMENT 123 shall not have received, within five (5) Business Days of the date of such notice to approve the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or disapprove any (y) if affected by such amendment, waiver or consent hereunder, except any Issuing Bank stating that the Commitment of it objects to such Lender may not be increased or extended without the consent of such Lenderamendment.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Lenders, Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all BorrowersBorrower; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: following and that the agreement of Borrower shall not be required for any amendment, modification, termination, or waiver that does any of the following (other than item (vi) below to the extent adverse to Borrower): (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder); (v) except as otherwise permitted herein or in the other Loan Documents, release Borrower or any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.5 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.5 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.5 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” LC Issuer, or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Lenders, Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligationthe Loan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under any Loan Documentwith respect to the Loan, or waive, forgive, extend, defer or postpone the payment thereof, (except for any extension of the Maturity Date at the election of the Borrower permitted hereunder); (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the LoansLoan, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 10.17 or the definitions of the terms used in Section 9.2 or this Section 10.4 10.17 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 10.17 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (xvi) consent to the assignment or other transfer by any Credit Party Borrowers or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modificationNo Modification, termination or waiver of any provision of this Agreement Agreement, of the Notes or of any other Loan Document, or consent to any departure by the Credit Parties or any of them Loan Party therefrom, shall in any event be effective unless without the same shall be in writing and signed by written concurrence of the Requisite Lenders and each Loan Party that is party to the relevant Loan Document; provided that any such Modification, termination, waiver or consent which: (a) reduces or Agent at forgives the direction principal amount of any of the Loans or reduce or forgive any prepayment premiums payable under the subsection 2.6B(iii); (b) reduces the percentage specified in the definition of the “Requisite Lenders” (it being understood that, with the consent of the Requisite Lenders) and Borrower Funds Administrator (on behalf , additional extensions of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shall, unless credit pursuant to this Agreement may be included in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” on substantially the same basis as the Loans are included on the Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of the Loans (except in accordance with the terms of subsection 2.12); (e) postpones the date on which any interest is payable; (f) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to subsection 2.4E) or the amount of any fees (including the extension fee payable under subsection 2.12) payable hereunder; (g) increases the maximum duration of Interest Periods permitted hereunder; (h) releases all or substantially all of the Collateral; (i) releases Holdings from its obligations under any Guaranty or, except as provided in any applicable Guaranty or in connection with Asset Sales to the extent permitted under subsection 6.8, releases all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty; (j) changes subsections 2.6D(iii) or 9.4 or amends the definition of “Pro Rata Share” in a manner that would alter the pro rata sharing of payments required thereby; or (which action k) changes in any manner the provisions contained in this subsection 9.5, shall be deemed effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed being directly affect all Lendersaffected by such Modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that any Modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” shall be effective only if evidenced by a written concurrence of the Requisite Lenders and the Administrative Agent. In addition to the written concurrence of the Requisite Lenders and each Loan Party that is party to the relevant Loan Document, (i) no amendment, modificationModification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document provision of any Note shall be effective unless in writing without the written concurrence of the Lender which is the holder of that Note, and signed (ii) no Modification, termination or waiver of any provision of Section 8 or of any other provision of this Agreement which, by Agentits terms, (B) Documentation expressly requires the approval or concurrence of the Administrative Agent under any Loan Document or the Collateral Agent shall be effective unless in writing and signed by Documentation without the written concurrence of the Administrative Agent or the Collateral Agent, and (C) L/C Issuer under any Loan Document as applicable. Any waiver or consent shall be effective unless only in writing the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on any Borrower in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrowers to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modificationModification, termination, waiver or consent effected in accordance with this Section 10.4 subsection 9.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and on the Credit PartiesBorrowers. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Requisite Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably (including with respect to prepayments) in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and in the benefits of all the Collateral, (b) to provide for the Lenders holding such additional credit facilities to share ratably with the Lenders holding Loans, and (c) to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders. Notwithstanding anything to the contrary hereincontained in this Section 9.5: (i) the parties to the Agent Letters may (1) enter into written amendments, no Deteriorating Lender supplements or Delinquent Lender shall have modifications to the Agent Letters (including amendments and restatements thereof), for the purpose of adding any right provisions thereto or changing in any manner the rights thereunder of the parties thereto or (2) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of the Agent Letters, as the case may be, or any Default or Event of Default to approve or disapprove any amendmentthe extent (and only to the extent) relating to the Agent Letters, waiver or consent hereunder, except it being understood that the Commitment waiver of such Lender any Default or Event of Default (or portion thereof) relating to any of the other Loan Documents may not be increased accomplished only as set forth in the immediately preceding paragraph; (ii) the Collateral Agent may pursuant to the terms and conditions set forth in the Sponsor Guaranty or extended the Environmental Indemnity (as applicable), but without obtaining the consent of the Requisite Lenders, release either of the guarantors or indemnitors that is a party to such Lenderagreement from their obligations thereunder and (at the Collateral Agent’s election) require the Borrowers and Holdings to deliver an amended or replacement Sponsor Guaranty or Environmental Indemnity (as applicable) in form and substance, and executed by a substitute guarantor or indemnitor, acceptable to the Collateral Agent in its reasonable discretion; or (iii) the Collateral Agent may in accordance with the applicable terms of this Agreement, but without obtaining the consent of the Requisite Lenders, (1) deliver to the Control Account Bank, updated and revised Operating Expenses Budgets, Carrying Costs Budgets and Predevelopment Expenses Budgets, (2) amend and revise the schedules to any Account Control Agreement, and (3) amend the disbursement instructions with respect to funds on deposit in the Lockbox Account, the Cash Management Account the Interest Reserve Account, the Operating Expense Account, the Carrying Costs Reserve Account, the Predevelopment Expenses Reserve Account and the Marriott Parking Dispute Reserve Account.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, restatement, modification, termination termination, cancellation, discharge or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Credit Party from the Credit Parties performance or observance of any provision of this Agreement or any of them therefromother Loan Document, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders Lenders, Agent and Borrower (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowerssuch Credit Party); provided, that no consent or agreement by any Credit Party shall be required to amend, restate, modify, terminate or waive any provision of Article XII (other than Section 12.1(g)) so long as no additional duties are required to be assumed by Borrower; and provided, further, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly in connection with any sale or transfer of assets permitted hereunderhereby); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); and (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, in addition to Lenders required herein above to take such action. Notwithstanding anything contained in this Agreement to the contrary, no waiver or consent with respect to any Default (Bif in connection therewith Revolving Lenders have exercised their right to suspend the making or incurrence of further Advances) Documentation Agent under or any Loan Document Event of Default shall be effective for purposes of the conditions precedent to the making of Advances unless the same shall be in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to the Requisite Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything respect to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such LenderRevolving Lenders and Borrower.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties Borrower or any of them Indemnitor therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and the Requisite Lenders (or by Agent at on their behalf) without taking into account the direction of Loans held by Non-Funding Lenders, and then such amendment, waiver or consent shall be effective only in the Requisite Lenders) specific instance and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersfor the specific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver consent shall, unless in writing and signed by Borrower Funds Administrator (on behalf without the consent of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the followingLenders: (i) increase change the Commitment number of Lenders required for the Lenders or any individual Lender (which of them to take any action shall be deemed to directly affect all Lenders)hereunder; (ii) reduce amend any of the principal ofprovisions of Sections 9.2, rate 10.4 or 13.3; (iii) amend the sharing of payments by Lenders according to their Pro Rata Shares pursuant to Section 13.3 or cash ratethe definitions of “Pro Rata Share” or “Requisite Lenders”; (iv) release all or substantially all of interest on the value of guaranties delivered by the Indemnitor or fees payable with respect all or substantially all of the Collateral; (v) release Borrower from all of the Obligations other than upon payment in full of the Obligations; (vi) consent to the assignment or other transfer by Borrower or any other party (other than Agent or any Lender) to any Loan Documents of any of their rights and obligations under any Loan Document; or other Obligation; (iiivii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or fees payable under with respect to any Loan Documentportion of the Loan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agentshall, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such each Lender directly affected thereby: (i) reduce the amount of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or the interest rate (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) applicable to, the Loans or any fees or other amounts payable hereunder; (ii) postpone any date on which any payment of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), the Loans or any fees or other amounts payable hereunder is required to be made; (iii) increase or extend the Revolving Loan Commitment of any Lender; or (iv) reduce the principal of, rate of interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) or fees payable with respect to any portion of the Loan.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all BorrowersAgent; providedPROVIDED, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder); (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 SECTION 10.5 or the definitions of the terms used in Section 9.2 or this Section 10.4 SECTION 10.5 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 SECTION 10.5 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party Borrower or any other party (other than any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and providedand, furtherPROVIDED, FURTHER, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove herein above to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders (other than as provided in Section 2.6D); provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders” or “Requisite Class Lender” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Commitments are included on the Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (f) postpones the date on which any interest or any fees are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Commitment Fee or Applicable Margin for purpose of this clause (g); (h) increases the maximum duration of Interest Periods permitted hereunder; (i) releases of all or substantially all the value of the Guaranty; (j) amends the definition of “Pro Rata Shares”; or (k) changes in any manner the provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5 shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (ii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 3, this Section 10.5 or any other provision of this Agreement relating to the rights or duties obligations of (A) Agent under any Loan Document an Issuing Bank shall be effective unless in writing without the written 121 CREDIT AGREEMENT concurrence of such Issuing Bank and signed (iv) no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by Agentits terms, (B) Documentation expressly requires the approval or concurrence of the Administrative Agent under any Loan Document shall be effective unless without the written concurrence of the Administrative Agent. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender and no amendment, modification, termination or waiver which has the effect of changing any payment, voluntary or mandatory prepayments or Commitment reductions applicable to any Class (the “Affected Class”) in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document a manner that disproportionately disadvantages such Class relative to the other Class shall be effective unless without the written concurrence of the Requisite Class Lenders of the Affected Class (it being understood and agreed that any amendment, modification, termination or waiver of any such provision which only postpones or reduces any voluntary or mandatory prepayment or Commitment reduction from those set forth in writing Section 2.4 with respect to one Class but not the other Classes shall be deemed to disproportionately disadvantage such one Class but not to disproportionately disadvantage such other Classes for purposes of this clause). Any waiver or consent shall be effective only in the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on the Borrower in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrower to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender amended and restated) (i) with the written approval of the Administrative Agent, Holdings and the lenders of the additional Commitments incurred pursuant to Section 2.1A(ii) to implement the additional Commitments incurred pursuant to and in accordance with Section 2.1A(ii), (ii) with the written approval of the Administrative Agent, Holdings and the Accepting Lenders to implement any Loan Modification Offer that becomes effective pursuant to and in accordance with Section 2.9 or (iii) with the written approval of the Administrative Agent and Holdings to cure any ambiguity, omission, defect or inconsistency so long as the Lenders shall have any right received at least five (5) Business Days prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to approve the Lenders, a written notice from (x) the Requisite Lenders stating that the Requisite Lenders object to such amendment or disapprove any (y) if affected by such amendment, waiver or consent hereunder, except any Issuing Bank stating that the Commitment of it objects to such Lender may not be increased or extended without the consent of such Lenderamendment.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modificationModification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties Borrower or any of them other Loan Party therefrom, shall in any event be effective unless without the same shall be in writing and signed by Requisite Lenders (or Agent at the direction written concurrence of the Requisite Lenders; provided that any such amendment, Modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces or increases the percentage specified in the definition of the “Requisite Lenders” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Loans which are included on the Closing Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans; (f) postpones the date on which any interest, any fees or any amounts due under Section 2.7B(ii) are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.5E) or the amount of any fees payable hereunder or any amounts payable under Section 2.7B(ii); (h) increases the Loan Commitment of any Lender permitted hereunder (other than with respect to Xxxxxxx X-0, up to a maximum amount of $10,000,000, and Borrower Funds Administrator subject to the provisions of Section 9.1H herein); (i) releases all or substantially all of the Collateral or any of the Guaranties (except to the extent otherwise required or permitted to be released under the terms of the Loan Documents); and (j) changes in any manner the provisions contained in Section 7.1 or this Section 9.5; shall be effective only if evidenced by a writing signed by or on behalf of all Borrowers) the Lenders to whom Obligations are owed being directly affected by such amendment, Modification, termination, waiver or all Borrowersconsent (the consent of the Requisite Lenders not being required for any such change); provided, further that no any amendment, modificationModification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” shall be effective only if evidenced by a written concurrence of the Requisite Lenders and the Agent. In addition, (i) any amendment, Modification, termination or waiver shallof any of the provisions contained in Section 3.2, unless in and changes to the “Schedules of Approved Sales Prices” Agent’s approval rights over “Change Orders”, the “Development Budget”, “Development Draw Schedule”, “Development Schedule” changes to “Minimum Sales Prices”, “Payment and Performance Bond” and changes for periods following the Closing Date shall be effective only if evidenced by a writing and signed by Borrower Funds Administrator (or on behalf of all Borrowers) or all Borrowers the Agent and each Lender directly affected therebythe Requisite Lenders, do any of the following: (i) increase the Commitment of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modificationModification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document provision of any Note shall be effective unless in writing and signed by Agentwithout the written concurrence of the Lender which is the holder of that Note, (Biii) Documentation no amendment, Modification, termination or waiver of any provision of Section 8 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, without the written concurrence of the Agent and (Civ) L/C Issuer under any Loan Document in each instance where approval of the Agent is required in Sections 2.12B, 5.24, 5.25B and 9.3, such approval shall also be required from the Requisite Lenders. Any waiver or consent shall be effective unless only in writing the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on the Borrower in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrower to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modificationModification, termination, waiver or consent effected in accordance with this Section 10.4 9.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and and, if signed by the Credit Parties. Notwithstanding anything to Borrower, on the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such LenderBorrower.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders; provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans, any interest on the Loans, fees or reimbursement obligations; (b) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (c) postpones the scheduled final maturity date or any scheduled amortization of any of the Loans; (d) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (e) postpones the date on which any interest, fees or reimbursement obligations are payable; (f) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Commitment Fee or Applicable Margin for purpose of this clause (f); (g) increases the maximum duration of Interest Periods permitted hereunder; (h) changes in any manner the provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5; (i) increases the Commitments of any Lender; or (j) imposes any restrictions on the ability of any Lender to assign all or a portion of its rights and obligations under this Agreement (other than as provided in Section 10.1 as of the Effective Date) shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any such amendment, modification, termination, waiver or consent which (v) reduces the percentage specified in the definition of the “Requisite Lenders” or “Requisite Class Lender” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Commitments are included on the Effective Date); (w) releases all or substantially all of the Collateral (other than pursuant to Section 10.26); (x) permits the Loan Parties to encumber the Collateral or permits the subordination of the Lenders’ Lien on the Collateral other than as expressly provided in the Loan Documents; (y) releases of all or substantially all the value of the Guaranty; or (z) amends the definition of “Pro Rata Shares” shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders; provided still further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (ii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 3, this Section 10.5 or any other provision of this Agreement relating to the rights or duties obligations of (A) Agent under any Loan Document an Issuing Bank shall be effective unless in writing without the written concurrence of such Issuing Bank and signed (iv) no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by Agentits terms, (B) Documentation expressly requires the approval or concurrence of the Administrative Agent under any Loan Document shall be effective unless without the written concurrence of the Administrative Agent. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender and no amendment, modification, termination or waiver which has the effect of changing any payment, voluntary or mandatory prepayments or Commitment reductions applicable to any Class (the “Affected Class”) in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document a manner that disproportionately disadvantages such Class relative to the other Class shall be effective unless without the written concurrence of the Requisite Class Lenders of the Affected Class (it being understood and agreed that any amendment, modification, termination or waiver of any such provision which only postpones or reduces any voluntary or mandatory prepayment or Commitment reduction from those set forth in writing Section 2.4 with respect to one Class but not the other Classes shall be deemed to disproportionately disadvantage such one Class but not to disproportionately disadvantage such other Classes for purposes of this clause). Any waiver or consent shall be effective only in the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on the Borrower in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrower to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender amended and restated) (i) with the written approval of the Administrative Agent, Holdings and the lenders of the additional Commitments incurred pursuant to Section 2.1A(ii) to implement the additional Commitments incurred pursuant to and in accordance with Section 2.1A(ii), (ii) with the written approval of the Administrative Agent, Holdings and the Accepting Lenders to implement any Loan Modification Offer that becomes effective pursuant to and in accordance with Section 2.9 or (iii) with the written approval of the Administrative Agent and Holdings to cure any ambiguity, omission, defect or inconsistency so long as the Lenders shall have any right received at least five (5) Business Days prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to approve the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or disapprove any (y) if affected by such amendment, waiver or consent hereunder, except any Issuing Bank stating that the Commitment of it objects to such Lender may not be increased or extended without the consent of such Lenderamendment.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination termination, or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all BorrowersCredit Parties; provided, that no amendment, modification, termination termination, or waiver shall, unless in writing and signed by Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the following: following and that the agreement of Credit Parties shall not be required for any amendment, modification, termination, or waiver that does any of the following (other than items (iv) and (vi) below to the extent adverse to Credit Parties and unless any of the following would increase any commitment fee owing by Credit Parties): (i) increase the Commitment of any individual Lender or increase the Facility Cap (which action actions shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other ObligationLoan; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest interest, or fees payable under with respect to any Loan DocumentLoan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage (A) of the Commitments, (B) of the aggregate unpaid principal amount of the Loans, Loans or (C) of the Lenders which shall be required for Lenders, Agent Lenders or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunderhereunder including without limitation under Sections 2.12, 2.13 and 9.2; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion any of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation continuance of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunderAgent); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party (other than Agent or any Lender) to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and and, provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall in any event be effective effective, unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected with respect to any Default (if in accordance with this Section 10.4 connection therewith Revolving Lenders have exercised their right to suspend the making or incurrence of further Advances) or any Event of Default shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender and effective for purposes of the Credit Parties. Notwithstanding anything conditions precedent to the contrary herein, no Deteriorating Lender or Delinquent Lender making of Advances unless the same shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that be in writing and signed by the Commitment of such Lender may not be increased or extended without the consent of such LenderRequisite Lenders.

Amendment and Waivers. (a) Except as otherwise provided herein, no No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, or consent to any departure by the Credit Parties Borrower or any other Loan Party therefrom, shall in any event be effective without the written concurrence of them therefromthe Requisite Lenders (other than as provided in Section 2.6C(ii)); provided that any such amendment, modification, termination, waiver or consent which: (a) reduces or forgives the principal amount of any of the Loans; (b) reduces the percentage specified in the definition of the “Requisite Lenders” or “Requisite Class Lender” (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the definition of the “Requisite Lenders” on substantially the same basis as the Commitments are included on the Effective Date); (c) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders; (d) postpones the scheduled final maturity date of any of the Loans; (e) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of any of the Loans or of any scheduled reduction or termination of the Commitments; (f) postpones the date on which any interest or any fees are payable; (g) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2E) or the amount of any fees payable hereunder; it being understood that any amendment to the definition of “Capitalization Ratio” will not constitute a reduction in the Commitment Fee or Applicable Margin for purpose of this clause (g); (h) increases the maximum duration of Interest Periods permitted hereunder; (i) releases of all or substantially all the value of the Guaranty; (j) amends the definition of “Pro Rata Shares”; or (k) changes in any manner the provisions contained in Sections 2.4B, 2.4C(iii), 8.1 or 10.4, or this Section 10.5 shall be effective only if evidenced by a writing signed by or on behalf of all the Lenders to whom Obligations are owed or who have Commitments outstanding being directly affected by such amendment, modification, termination, waiver or consent (the consent of the Requisite Lenders not being required for any such change); provided further that any amendment, modification, termination, waiver or consent which amends or modifies the definition of “Approved Fund,” “Eligible Assignee,” or “Fund,” or Section 10.1 to the extent further restricting assignments, shall be effective unless the same shall be in writing and signed only if evidenced by Requisite Lenders (or Agent at the direction a written consent of the Requisite LendersLenders and the Administrative Agent. In addition, (i) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no amendment, modification, termination or waiver shallof any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, unless (ii) no increase in writing the Commitments of any Lender over the amount thereof then in effect shall be effective without the written concurrence of that Lender, it being understood and signed by Borrower Funds Administrator (on behalf agreed that in no event shall waivers or modifications of all Borrowers) conditions precedent, covenants, Defaults, Events of Default or of a mandatory prepayment or a reduction of any or all Borrowers and each Lender directly affected thereby, do any of the following: (i) Commitments be deemed to constitute an increase of the Commitment of any individual Lender (which action and that an increase in the available portion of any Commitment of any Lender shall not be deemed to directly affect all Lenders); (ii) reduce constitute an increase in the principal ofCommitment of such Lender, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting of any provision of Section 3, this Section 10.5 or any other provision of this Agreement relating to the rights or duties obligations of (A) Agent under any Loan Document an Issuing Bank shall be effective unless in writing without the written concurrence of such Issuing Bank and signed (iv) no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by Agentits terms, (B) Documentation expressly requires the approval or concurrence of the Administrative Agent under any Loan Document shall be effective unless without the written concurrence of the Administrative Agent. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender and no amendment, modification, termination or waiver which has the effect of changing any payment, voluntary or mandatory prepayments or Commitment reductions applicable to any Class (the “Affected Class”) in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document a manner that disproportionately disadvantages such Class relative to the other Class shall be effective unless without the written concurrence of the Requisite Class Lenders of 115 CREDIT AGREEMENT the Affected Class (it being understood and agreed that any amendment, modification, termination or waiver of any such provision which only postpones or reduces any voluntary or mandatory prepayment or Commitment reduction from those set forth in writing Section 2.4 with respect to one Class but not the other Classes shall be deemed to disproportionately disadvantage such one Class but not to disproportionately disadvantage such other Classes for purposes of this clause). Any waiver or consent shall be effective only in the specific instance and signed by L/C Issuer, for the specific purpose for which it was given. No notice to or demand on the Borrower in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment any case shall entitle the Borrower to any Fee Letter may be amended, other or rights further notice or privileges thereunder waived, demand in a writing executed only by the parties theretosimilar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 10.5 shall be binding upon Agent, Documentation Agent, L/C Issuereach Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower and the Credit PartiesHoldings. Notwithstanding anything in this Section 10.5A to the contrary hereincontrary, no Deteriorating Lender this Agreement and the other Loan Documents may be amended (or Delinquent Lender amended and restated) (i) with the written approval of the Administrative Agent, Holdings and the lenders of the additional Commitments incurred pursuant to Section 2.1A(ii) to implement the additional Commitments incurred pursuant to and in accordance with Section 2.1A(ii), (ii) with the written approval of the Administrative Agent, Holdings and the Accepting Lenders to implement any Loan Modification Offer that becomes effective pursuant to and in accordance with Section 2.9 or (iii) with the written approval of the Administrative Agent and Holdings to cure any ambiguity, omission, defect or inconsistency so long as the Lenders shall have any right received at least five (5) Business Days prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to approve the Lenders, a written notice from (x) the Requisite Lenders stating that the Requisite Lenders object to such amendment or disapprove any (y) if affected by such amendment, waiver or consent hereunder, except any Issuing Bank stating that the Commitment of it objects to such Lender may not be increased or extended without the consent of such Lenderamendment.

Amendment and Waivers. This Agreement or any term hereof may be amended, modified or terminated only with the written consent of (ai) Except as otherwise provided hereinthe Company, no (ii) the Majority Investors (including the Series D Preference Supermajority), and (iii) the Ordinary Majority. To the extent that any party seeks a waiver of rights from any other party: (i) the rights hereunder of any Group Company may be waived only with the written consent of the Company, (ii) the Majority Investors may waive any of the rights of the Investors hereunder without obtaining the consent of any other Investors, and (iii) the Ordinary Majority may waive any of the rights of the Founders and Ordinary Shareholder hereunder without obtaining the consent of any other Founders or Ordinary Shareholder. Notwithstanding the foregoing, (i) Sections 9.1 to 9.3 hereof may not be amended, terminated or waived without the prior written consent of the Founders; (ii) the written consent or approval of any Founder or Ordinary Shareholder shall not be required for any amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or any of them therefrom, shall be effective unless the same shall be in writing and signed by Requisite Lenders (or Agent at the direction of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers; provided, that no if such amendment, modification, termination or waiver shalldoes not apply to, unless or affect the rights and obligations under this Agreement of, the Founders or the Ordinary Shareholder, respectively; (iii) if an amendment or waiver affects any Investor, Founder or Ordinary Shareholder in writing a manner that is different from the effect thereof on all other Investors, Founders or Ordinary Shareholder, as applicable, then the written consent of such Investor, Founder or Ordinary Shareholder, as applicable, shall be required in order for such amendment or waiver to be effective and signed binding with respect to such Investor, Founder or Ordinary Shareholder, as applicable; (iv) any term or condition set forth in this Agreement may be waived by Borrower Funds Administrator (any waiving party with respect to such party and on behalf of all Borrowers) or all Borrowers and each Lender directly affected therebysuch party’s own behalf, do any of without the following: (i) increase the Commitment consent of any individual Lender (which action other party and no notice of any such waiver need be given by the Company to any non-consenting party. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due datebe, or reduce the amount due on any scheduled due dateconstrued as, a further or continuing waiver of any installment of principalsuch term, interest condition or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties theretoprovision. Any amendment, modification, termination, waiver or consent amendment effected in accordance with this Section 10.4 12.2 shall be binding upon Agent, Documentation Agent, L/C Issuer, each Lender party hereto and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lendertheir respective successors and assigns.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination No amendment or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties Borrower or any of them Indemnitor therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and the Requisite Lenders (or by Agent at on their behalf) without taking into account the direction of Loans held by Non-Funding Lenders, and then such amendment, waiver or consent shall be effective only in the Requisite Lenders) specific instance and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowersfor the specific purpose for which given; provided, however, that no amendment, modification, termination waiver or waiver consent shall, unless in writing and signed by Borrower Funds Administrator (on behalf without the consent of all Borrowers) or all Borrowers and each Lender directly affected thereby, do any of the followingLenders: (i) increase change the Commitment number of Lenders required for the Lenders or any individual Lender (which of them to take any action shall be deemed to directly affect all Lenders)hereunder; (ii) reduce amend any of the principal of, rate provisions of Sections 9.2 or this Section 10.4; (iii) amend the sharing of payments by Lenders according to their Pro Rata Shares pursuant to Section 13.3 or cash ratethe definitions of “Pro Rata Share” or “Requisite Lenders”; (iv) release all or substantially all of interest on the value of guaranties delivered by the Indemnitor or fees payable with respect all or substantially all of the Collateral; (v) release Borrower from all of the Obligations other than upon payment in full of the Obligations; (vi) consent to the assignment or other transfer by Borrower or any other party to any Loan Documents (other than Agent or other Obligationany Lender) of any of their rights and obligations under any Loan Document; or (iiivii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or fees payable under with respect to any Loan Documentportion of the Loan, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed to directly affect all Lenders); (ix) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and obligations under any Loan Document; and provided, further, that no amendment, modification, termination or waiver affecting the rights or duties of (A) Agent under any Loan Document shall be effective unless in writing and signed by Agent, (B) Documentation Agent under any Loan Document shall be effective unless in writing and signed by Documentation Agent, and (C) L/C Issuer under any Loan Document shall be effective unless in writing and signed by L/C Issuer, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agentshall, Documentation Agent, L/C Issuer, each Lender and the Credit Parties. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of each Lender directly affected thereby: (i) reduce the amount of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), or the interest rate (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) applicable to, the Loans or any fees or other amounts payable hereunder; (ii) postpone any date on which any payment of principal of, or interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2), the Loans or any fees or other amounts payable hereunder is required to be made; (iii) increase or extend the Revolving Loan Availability of any Lender; or (iv) reduce the principal of, rate of interest on (other than a waiver of the incurring of or payment of interest at the Default Rate pursuant to Section 3.2) or fees payable with respect to any portion of the Loan. Notwithstanding the foregoing, the Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such Lenderamendment shall become effective without any further action or consent of any other party to any Loan Document) if the Agent and the Borrower shall have jointly identified an obvious error or any error, ambiguity, defect or inconsistency or omission of a technical or immaterial nature in any such provision.

Amendment and Waivers. (a) Except as otherwise provided herein, no amendment, modification, termination or No waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by the Credit Parties or Borrower therefrom shall in any of them therefrom, shall 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 an Advance shall not be construed as a waiver of any Default or Event of Default, regardless of whether Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. Neither this Agreement nor any provision hereof may be waived, amended or modified (except pursuant to an agreement or agreements in writing entered into by Borrower and signed the Agent), except for an amendment to increase the Maximum Revolving Loan Amount in accordance with Section 2.14 hereof, such amendment to require the consent of Agent and such Lenders so increasing their Revolving Loan Commitment, or by Requisite Lenders (or Borrower and Agent at with the direction consent of the Requisite Lenders) and Borrower Funds Administrator (on behalf of all Borrowers) or all Borrowers, without taking into account the Loans held by Non-Funding Lenders; provided, provided that no amendmentsuch agreement shall: increase the Revolving Loan Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; reduce the principal amount of any Loan or reduce the rate of interest thereon (other than a waiver of post-default interest), modificationor reduce any fees payable hereunder, termination without the written consent of each Lender directly affected thereby; postpone the scheduled date of payment of the principal amount of any Loan, or waiver shallany interest thereon, unless in writing and signed by Borrower Funds Administrator (on behalf or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of all Borrowers) expiration of any Revolving Loan Commitment or all Borrowers and Term Loan Commitment, without the written consent of each Lender directly affected thereby, do change any of the following: (i) increase the Commitment provisions of any individual Lender (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate (or cash rate) of interest on or fees payable with respect to any Loan or other Obligation; (iii) extend the scheduled due date, or reduce the amount due on any scheduled due date, of any installment of principal, interest or fees payable under any Loan Document, or waive, forgive, extend, defer or postpone the payment thereof; (iv) change the percentage of the Commitments, of the aggregate unpaid principal amount of the Loans, or of the Lenders which shall be required for Lenders, Agent or any of them to take any action hereunder (which action shall be deemed to directly affect all Lenders) or alter, as between or among the Revolving Lenders and Term Lenders, the amount payable to each hereunder; (v) except as otherwise permitted herein or in the other Loan Documents, release any Guaranty or release all or a substantial portion of the Collateral (which action shall be deemed to directly affect all Lenders) (provided, that consent to such release shall not be required if such release is made after the occurrence and during the continuation of an Event of Default in connection with the sale or disposition of the Collateral that is consented to by Agent and Documentation Agent or otherwise expressly permitted hereunder); (vi) amend, modify or waive Section 9.2 or this Section 10.4 or the definitions of the terms used in Section 9.2 or this Section 10.4 insofar as the definitions affect the substance of Section 9.2 or this Section 10.4 (which action shall be deemed to directly affect all Lenders); (vii) change the definition of the term “Borrowing Base” or any component definition thereof (including, without limitation, “Eligible Inventory” and “Eligible Credit Card Receivables”) if as a result thereof the amounts available to be borrowed by Borrowers would be increased (which action shall be deemed to directly affect all Lenders) by an amount in excess of $1,500,000, provided that the foregoing shall not limit the discretion of Agent to change, establish or eliminate any Reserves (other than Rent Reserves established as a result of the failure of any Credit Party to deliver a Landlord Waiver and Consent, in which case, any such change or elimination of such Rent Reserve shall require only the consent of Agent and Documentation Agent); (viii) change the definition of the term “Requisite Lenders” or “Pro Rata Share” (which action shall be deemed any other provision hereof specifying the number or percentage of Lenders required to directly affect all Lenders); (ix) subordinate the Obligations waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the Liens granted hereunder or under the other Loan Documents, to written consent of each Lender; release any other Indebtedness or Lien, as the case may be; and/or (x) consent to the assignment or other transfer by any Credit Party or any other party to any Loan Documents (other than Agent, Documentation Agent, L/C Issuer or any Lender) of any of their rights and Guarantor from its obligations under any Loan Documenta Guaranty without the written consent of each Lender; and providedor except as otherwise specifically provided in this Agreement, furtherrelease all or substantially all of the Collateral, without the written consent of each Lender; provided further that no amendmentsuch agreement shall amend, modification, termination modify or waiver affecting otherwise affect the rights or duties of (A) Agent under hereunder without the prior written consent of Agent. Notwithstanding the foregoing, this Agreement and any other Loan Document shall may be effective unless amended (or amended and restated) with the written consent of the Requisite Lenders, Agent and 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 respect thereof to share ratably in the benefits of this Agreement and signed by Agent, (B) Documentation Agent under any the other Loan Document shall be effective unless Documents with the Loan and the accrued interest and fees in writing and signed by Documentation Agent, respect thereof and (Cy) L/C Issuer under to include appropriately the Lenders holding such credit facilities in any Loan Document shall be effective unless in writing determination of the Requisite Lenders and signed by L/C IssuerLenders. If, in each case, in addition to Lenders required hereinabove to take such action; and provided, further, that no amendment to connection with any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Any proposed amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon Agent, Documentation Agent, L/C Issuer, requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the 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 Agent or 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 Agent shall agree, as of such date, to purchase for cash the principal balance of the Loans 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 Credit PartiesNon-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (a) of Section 12.2, and (ii) Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by Borrower hereunder to and including the date of termination, including without limitation any indemnity payments due to such Non-Consenting Lender hereunder for which the amount is known. Notwithstanding anything to the contrary hereinherein Agent may, no Deteriorating Lender or Delinquent Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without with the consent of such LenderBorrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.