Common use of Amendment or Waiver Clause in Contracts

Amendment or Waiver. (a) This Agreement may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.

Amendment or Waiver. (a) This No provision of this Agreement or any other Financing Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerAdministrative Agent on behalf of the Required Lenders and the Borrower (but only if the Borrower is a party thereto or beneficiary thereof), and, to the extent that its rights or obligations may be affected thereby, the Loan Administrative Agent and or Agents party thereto. Notwithstanding the Collateral Trustee; provided that no such change, waiver or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))foregoing provisions, (i) extend no such waiver and no such amendment, supplement or modification shall (A) increase the Loan Commitments of any time Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitment, shall not constitute an increase of the Commitment of any Lender), without the prior written consent of such Lender, (B) postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any other Financing Document for the any payment of principal, interest or Fees due to any principal Lender hereunder or under any other Financing Document, without the prior written consent of the Secured Loanseach Lender, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesC) or fees thereon, or reduce the principal amount thereofof, or change the currency rate of payment thereofinterest or fees specified in any Financing Document on, any Loan of any Lender, without the prior written consent of each Lender, (iiD) release all any guaranty or substantially all any significant portion of the Assets (in each case, Collateral except as expressly shall be otherwise provided in the Credit Documents), (iii) amend, modify any Security Document or waive any provision of Section 7.6 other Financing Document or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Agreement (except as permitted by Section 4.11)or any other Financing Document, without the prior written consent of each Lender, (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiE) amend, modify or waive any provision of this Section 7.18. For 9.10 or Article 7, Section 9.1 or Section 9.2, without the avoidance prior written consent of doubteach Lender, no or (F) reduce the percentage specified in or otherwise amend the definition of Required Lenders, without the prior written consent of each Lender and (ii) amendments, supplements, modifications or waivers to Section 3.2 (other than Section 3.2(l)) with respect to conditions precedent to the issuance of any Letter of Credit shall be effected by a written instrument signed by the Administrative Agent on behalf of the Lenders shall be required in connection with a Conforming Amendment other than holding at least 50.01% of the aggregate outstanding principal amount of the LC Commitments and the Borrower, and, to the extent required pursuant to Article VIII of that its rights or obligations may be affected thereby, the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Administrative Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgents party thereto.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22the terms hereof) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in Bank and the case of the following clause (i))Agent, (i) extend any time fixed for the payment scheduled final maturity date of any principal of the Secured LoansLoan, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets Collateral or Guarantees (in each case, except as expressly provided in permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or clause (a) of this Section 7.1111.12, (iv) reduce the any percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 10 may be amended without the avoidance of doubt, no consent of the Lenders shall Administrative Agent and no provision of Section 10.11 may be required in connection with a Conforming Amendment other than amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the extent required pursuant to Article VIII U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the Indenture. Each Lender hereby directs and authorizes U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment outstanding U.K. Swingline Loans or supplement thatCanadian Swingline Loans, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively).

Amendment or Waiver. (a) This No provision of this Agreement or any other Loan Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerMajority Lenders and CSSW Parent, the Loan Agent Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Collateral Trustee; provided that Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender (provided that such affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender holds Secured Loans directly hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby in the case of the following clause (i))thereby, (iii) extend any time fixed for reduce the payment of any principal of the Secured Loansof, or reduce the rate or extend the time of payment amount of interest (other than as a result of waiving or Call Premiums specified in this Agreement on, the applicability Term Loans of any post-default increase in interest rates) or fees thereonLender, or reduce without the principal amount thereof, or change the currency prior written consent of payment thereofeach Lender affected thereby, (iiiii) release all or substantially all of the Assets (in each case, Collateral or the Guarantors except as expressly shall be otherwise provided in the Credit Documents), (iii) amend, modify any Security Document or waive any provision of Section 7.6 other Loan Document or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Agreement (except as permitted by Section 4.11)or any other Loan Document, without the prior written consent of each Lender, (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiiv) amend, modify or waive any provision of this Section 7.18. For 13.10, without the avoidance prior written consent of doubteach Lender, no (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders shall be or any other provision specifying the number or percentage of Lenders required in connection with a Conforming Amendment other than to approve or consent to any action, without the extent required pursuant to Article VIII prior written consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentseach Lender.

Amendment or Waiver. (a) This No provision of this Agreement or any other Financing Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerRequired Lenders, the Loan Agent Borrower and the Collateral Trustee; provided Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) increase the Loan Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereofLender, (ii) release all postpone or substantially all delay the scheduled final maturity date of any Loan, without the Assets (in prior written consent of each caseaffected Lender, except as expressly provided in or postpone or delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest or fees due to any Lender hereunder or under any other Financing Document, without the Credit Documents)prior written consent of such Lender, (iii) amendreduce the principal of, modify or waive the rate of interest specified in any provision Financing Document on, any Loan of Section 7.6 or clause (a) any Lender, without the prior written consent of this Section 7.11such Lender, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Agreement (except as permitted by Section 4.11)or any other Financing Document, without the prior written consent of each Lender, (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiv) amend, modify or waive any provision of this Section 7.18. For 10.12 or Section 6.8, 10.1 or 10.2, without the avoidance prior written consent of doubteach Lender, no or (v) reduce the percentage specified in or otherwise amend the definition of Required Lenders, without the prior written consent of each Lender (it being understood that, with the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required Required Lenders, extensions of credit pursuant to Article VIII this Agreement in addition to those set forth in or contemplated by this Agreement on the Closing Date may be included in the determination of the Indenture. Each Lender hereby directs Required Lenders on substantially the same basis as the extensions of Loans and authorizes Loan Commitments are included on the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsClosing Date).

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrowerrespective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Loan Agent Subsidiary Guarantee and the Collateral TrusteeSecurity Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal of Loan or Note beyond the Secured LoansFinal Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (other than as a result except in connection with the waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, thereof (it being understood that any amendment or change modification to the currency financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate of payment thereofinterest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documents)) under all the Security Documents,(iii) release all or substantially all of the Guarantors under the Guarantees, (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Loans on the Restatement Effective Date), (ivv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and the Loans are included on the Restatement Effective Date), (vvi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Borrower Company of any of their its rights and obligations under this Agreement Agreement; provided, further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.111) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (vi2) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 7.1810 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. For Notwithstanding anything to the avoidance of doubtcontrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other affected Lenders shall be required in connection with a Conforming Amendment other than to require the extent required pursuant to Article VIII consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsDefaulting Lender.

Amendment or Waiver. (a) This Agreement may not be changedamended, waivedmodified or waived at any time, discharged unless such amendment, modification or terminated waiver is first approved by (a) the holders of at least seventy percent (70%) of the Preferred Stock then outstanding (on an as- converted basis, including for this purpose, any shares of Common Stock into which shares of Preferred Stock have been converted), (b) the holders of at least a majority of the shares of the then-outstanding Common Stock (other than pursuant Common Stock held by Quaker, including Common Stock issued to Section 7.22) unless Quaker upon conversion of Preferred Stock), but only if such amendment, modification or waiver would materially and adversely impair the consent rights or increase the obligations of the Collateral Manager has been obtained andholders of Common Stock, and (c) the Company; provided, however, that if any amendment, modification or waiver would materially and adversely impair the rights or increase the obligations of any holder of capital stock in a manner different from all holders of capital stock generally (each, an “Adversely Affected Holder”), such amendment, modification or wavier shall not be effective as to such Adversely Affected Holder unless consented to by such Adversely Affected Holder; and provided further that (A) any amendment, modification or waiver of this clause (A), Section 2.2(a)(i) or Quaker’s right to remove the Quaker Director under Section 2.2(e) also shall require the approval of Quaker; (B) any amendment, modification or waiver of this clause (B), Sections 2.2(a)(ii) or 2.4(a) or OrbiMed’s right to remove the OrbiMed Director under Section 2.2(e) also shall require the approval of OrbiMed; (C) any amendment, modification or waiver of this clause (C), Section 2.2(b)(i) or HighCape’s right to remove the HighCape Director under Section 2.2(e) also shall require the approval of HighCape; (D) any amendment, modification or waiver of this clause (D), Section 2.2(b)(ii) or Signet’s right to remove the Signet Director under Section 2.2(e) also shall require the approval of Signet; (E) any amendment, modification or waiver of this clause (E), Section 2.2(c)(ii) or the right of the holders of Common Stock to remove the Independent Director under Section 2.2(e) also shall require the approval of the Stockholders holding a majority of the shares of Common Stock then outstanding (other than in connection with a Conforming AmendmentCommon Stock held by Quaker, including Common Stock issued upon conversion of Preferred Stock); (F) any amendment, modification or waiver of this clause (F), Section 2.2(c)(iii) or Quaker’s and OrbiMed’s right to remove the consent Joint Quaker/OrbiMed Director under Section 2.2(e) also shall require the approval of a Majority of the Lenders has been obtained, Quaker and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver or termination shall, without the consent of each Lender OrbiMed (provided that if either Quaker or OrbiMed no longer holds any shares of Preferred Stock, but the other continues to meet the threshold set forth in Section 2.2(c)(iii), such Lender holds Secured Loans directly affected thereby in other stockholder’s shall be the case approval required under thus clause (F)); and (G) any amendment, modification or waiver of this clause (G) or Section 2.2(c) also shall require the approval of the following clause (i)), (i) extend any time fixed for the payment holders of any principal at least a majority of the Secured Loans, or reduce shares of the rate or extend the time of payment of interest then-outstanding Common Stock (other than Common Stock held by Quaker, including Common Stock issued upon conversion of Preferred Stock). Any amendment, modification or waiver so effected shall be binding upon the Company, each of the parties hereto and any assignee of any such party. No waiver of any breach of this Agreement extended by any party hereto to any other party shall be construed as a result of waiving the applicability waiver of any post-default increase in interest rates) rights or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower remedies of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive other party hereto or with respect to any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentssubsequent breach.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend the AR Maturity Date, the AR Termination Date or the Expiry Date, as the case may be (it being understood that any time fixed for waiver of the payment application of any principal prepayment of or the Secured Loansmethod of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default, or of a mandatory reduction in the Total Commitment, shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release or permit the release of all or substantially all of the Assets (in each case, Collateral except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12, (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except provided further that no such change, waiver, discharge or termination shall without the consent of the Super-Majority Banks change directly or indirectly the definition of Permitted Acquisition or Super-Majority Banks, extend the date of payment of, or reduce the amount of, any Scheduled Repayment, or release Holdings from the Holdings Guaranty and/or release the Borrower's stock pledged under the Holdings Pledge Agreement. No provision of Section 11 may be amended without the consent of the Agent and to the extent any such amendment would affect the Co-Agent solely in its capacity as permitted by such, the Co-Agent, no provision of Section 4.11), (vi) waive any prepayment required pursuant to 2 may be amended without the consent of the Letter of Credit Issuer affected thereby and no provision of Section 2.3(b1.01(B)(a) or (viib) amend, modify or waive any other provision of Section 7.18. For applicable to Swingline Loans may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsBTCo.

Amendment or Waiver. (a) This Except for deemed amendments provided for in Section 9.04, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the BorrowerRequired Banks, the Loan Agent and the Collateral Trustee; provided that (x) no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) with Obligations being directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment scheduled final maturity of any principal of the Secured LoansLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, Fees or reduce the principal amount thereof, or increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofthe Commitment of any Bank), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents)Guaranty, (iii) amend, modify or waive any provision of this Section, or Section 7.6 1.11, 1.12, 1.17, 2.05, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06, 12.07(b) or clause (a) of this Section 7.1112.15, (iv) reduce the any percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or (v) consent to the assignment or transfer by the Borrower either Credit Party of any of their its rights and obligations under this Agreement Agreement; and (except as permitted by Section 4.11y) the financial covenants set forth in Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (viand the defined terms used therein) waive any prepayment required pursuant may be adjusted with the consent of Holdings, the Borrower and the Majority SMA to Section 2.3(b) or (vii) amend, modify or waive any the extent provided in Sections 7.09 and 12.07(a). No provision of Section 7.1811 may be amended or modified without the consent of any Senior Managing Agent adversely affected thereby. For The obligations of Swingline Lenders to make Swingline Loans, the avoidance terms of doubt, no any such Swingline Loans and the obligations of the other Banks to fund Mandatory Borrowings shall not be amended or modified without the consent of the Lenders Swingline Lenders. The terms of Section 2 shall not be required in connection with a Conforming Amendment other than to amended or modified without the extent required pursuant to Article VIII consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, Letter of Credit Issuer adversely affects its duties, obligations, liabilities or protections under the Credit Documentsaffected thereby.

Amendment or Waiver. (a) This Except as otherwise expressly provided in this Agreement, any provision of this Agreement may not be changed, waived, discharged modified or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is supplemented only by an instrument in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeRequired Lenders, or by the Borrower and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no such changemodification, supplement or waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or termination shall, without by the Administrative Agent acting with the consent of each Lender (provided that such Lender holds Secured Loans directly and adversely affected thereby in the case of the following clause (i)), (i) increase or extend any time the term of the Commitments, (ii) extend the date fixed for the payment of any principal of the Secured Loans, or reduce the rate interest on any Loan or extend the time of payment of interest (any other than as a result of waiving the applicability of any post-default increase in interest rates) fee or fees thereon, or reduce the principal other amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents)hereunder, (iii) amendreduce or forgive the amount of any such payment of principal, modify interest or waive any provision of Section 7.6 fee or clause (a) of this Section 7.11other amount, (iv) reduce the percentage specified in the definition of Majorityrate at which interest is payable thereon or any fee or other amount is payable hereunder, (v) alter the terms of this Section 12.9, (vi) consent to the assignment or transfer by the Borrower any Loan Party of any of their respective rights and obligations under this Agreement or any Credit Document unless by an instrument signed by all Lenders or by the Administrative Agent acting with the consent of all Lenders, (except as permitted by vii) change Section 4.114.9 or 4.13 in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders, (viii) release of all or substantially all of the guarantees, or (ix) modify the definition of the term “Required Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of Section 11 or Section 12.2, or of any of the rights or duties of the Administrative Agent hereunder, shall require the consent of the Administrative Agent; provided further that it is understood and agreed that, for purposes of this Section 12.9(a), none of the following shall constitute a reduction of principal, interest or fee or any other amount: (vix) waive any prepayment required change to the definitions of “Consolidated Debt to Consolidated EBITDA Ratio” or “Consolidated Interest Coverage Ratio” or to the component definitions of either thereof; (y) any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.3(b) 2.7(c); or (viiz) amend, modify the waiver or waive amendment of any provision of mandatory prepayment required by Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents4.3.

Amendment or Waiver. (a) This Neither this Agreement nor any other ------------------- Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Required AF/RF Lenders and the Collateral Trustee; Required TF Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) directly affected thereby in the case of the following clause (i))thereby, (i) extend the AF/RF Maturity Date, the B Maturity Date or the C Maturity Date (it being understood that any time fixed for the payment waiver of any principal prepayment of, or the method of application of any prepayment to, the Secured LoansLoans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12, (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement, (except as permitted by Section 4.11), v) release all or substantially all of the Collateral or (vi) release all or substantially all of the Subsidiary Guaranties; provided further, that no such change, waiver, discharge or termination shall, (t) without the consent of the Required AF/RF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required AF/RF Lenders, (u) without the consent of the Required TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required TF Lenders, (v) without the consent of the Required AF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required AF Lenders or amend, waive or reduce any prepayment required pursuant Scheduled Reduction applicable to Section 2.3(bthe Acquisition Facility, (w) without the consent of the Required RF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required RF Lenders or amend, waive or reduce any Scheduled Reduction applicable to the Revolving Facility, (x) without the consent of the Required B TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required B TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the B Term Facility, (y) without the consent of the Required C TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required C TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the C Term Facility or (viiz) amendwithout the consent of any Agent affected thereby, modify or waive amend any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents10.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeMajority Banks and the Agent; provided provided, however, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided other than any Bank that such Lender holds Secured Loans directly affected thereby in is, at the case time of the following proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i))) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend any time fixed for the payment final maturity of any principal of the Secured Loans, Loan or Note other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all any material portion of the Assets (in each case, Collateral under any Security Document except as expressly shall be otherwise provided in the any Credit Documents)Document, (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.11, (iv) reduce the percentage specified in the definition of MajorityMajority Banks, (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11)any Credit Document, (vi) waive any prepayment required pursuant amend the definition of Loss Threshold Incurrence Date other than to Section 2.3(b) increase the dollar amount or the percentage specified therein or (vii) amend, modify or waive any provision amend the definition of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Trigger Date other than to decrease the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsdollar amount specified therein.

Amendment or Waiver. (a) This Neither this Agreement nor any ------------------- other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the BorrowerHoldings, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), shall (i) -------- waive any Scheduled Repayment or extend the Final Maturity Date (it being understood that any time fixed for waiver of the payment application of any principal prepayment of or the method of application of any prepayment to the amortization of the Secured LoansLoans shall not constitute a waiver of any such Scheduled Repayment or any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (ii) defer any Scheduled Repayment without the consent of (A) in the case of an Initial Tranche A Scheduled Repayment, Lenders holding Initial Tranche A Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Initial Tranche A Term Loans, (B) in the case of an Initial Tranche B Scheduled Repayment, Lenders holding Initial Tranche B Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Initial Tranche B Term Loans, (C) in the case of an Additional Tranche A Scheduled Repayment, Lenders holding Additional Tranche A Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Additional Tranche A Term Loans and (D) in the case of an Additional Tranche B Scheduled Repayment, Lenders holding Additional Tranche B Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Additional Tranche B Term Loans, (iii) release all or substantially all of the Assets Collateral or release any Guarantor from its Guaranty (in each case, case except as expressly provided in the Credit Documents)) without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (ivv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Lenders without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (vvi) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement without the consent of each Lender (except as permitted by Section 4.11)other than a Defaulting Lender) directly affected thereby, (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amendeffect any waiver, modify amendment or waive modification that by its terms subordinates (including, without limitation, by altering priority of distribution of payments or proceeds of Collateral) directly or indirectly the rights in respect of payments or Collateral of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of each Lender whose rights would be subordinated by such waiver, amendment or modification, or change the relative rights in respect of payments or Collateral of the Lenders participating in different Tranches without the consent of each Lender participating in each affected Tranche or (viii) alter any allocation of mandatory prepayments under Section 4.2 among either Tranche or the Revolving Facility without the consent of a majority in interest of the Lenders of each Tranche or the Revolving Facility, as the case may be, adversely affected thereby. No provision of Section 7.18. For 2 or 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to Letter of Credit Issuer or the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This No provision of this Agreement or any other Financing Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerRequired Lenders, the Loan Agent Borrower and the Collateral Trustee; provided Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) increase the Loan Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereofLender, (ii) release all postpone or substantially all delay the scheduled final maturity date of any Loan, without the Assets (in prior written consent of each caseaffected Lender, except as expressly provided in or postpone or delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest or fees due to any Lender hereunder or under any other Financing Document, without the Credit Documents)prior written consent of such Lender, (iii) amendreduce the principal of, modify or waive the rate of interest specified in any provision Financing Document on, any Loan of Section 7.6 or clause (a) any Lender, without the prior written consent of this Section 7.11such Lender, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Agreement (except as permitted by Section 4.11)or any other Financing Document, without the prior written consent of each Lender, (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiv) amend, modify or waive any provision of this Section 7.18. For 10.12 or Section 6.8, 10.1 or 10.2, without the avoidance prior written consent of doubteach Lender, no or (v) reduce the percentage specified in or otherwise amend the definition of Required Lenders, without the prior written consent of each Lender (it being understood that, with the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required Required Lenders, extensions of credit pursuant to Article VIII this Agreement in addition to those set forth in or contemplated by this Agreement on the Closing Date may be included in the determination of the Indenture. Each Lender hereby directs Required Lenders on substantially the same basis as the extensions of Loans and authorizes Loan Commitment are included on the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsClosing Date).

Amendment or Waiver. (a) This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written consent of (i) the Company, (ii) holders of at least fifty five percent (55%) of the Preferred Stock, voting as a separate class on an as-converted to Common Stock basis and (iii) holders of a majority of the Key Holder Shares held by the Key Holders then providing services to the Company as officers or employees. Any amendment or waiver so effected shall be binding upon the Company, each of the parties hereto and any permitted assignee of any such party; provided, however, that notwithstanding the foregoing, (V) Section 1.2(a)(i) of this Agreement shall not be changed, waived, discharged amended or terminated (other than waived without the written consent of KPCB so long as such party is entitled to designate a director pursuant to Section 7.221.2(a)(i), (W) unless Section 1.2(a)(ii) of this Agreement shall not be amended or waived without the written consent of Xxxxxxxxxxxx so long as such party is entitled to designate a director pursuant to Section 1.2(a)(ii), (X) Section 1.2(a)(iii) of this Agreement shall not be amended or waived without the written consent of Norwest so long as such party is entitled to designate a director pursuant to Section 1.2(a)(iii), (Y) Section 1.2(a)(iv) of this Agreement shall not be amended or waived without the written consent of Canaan so long as such party is entitled to designate a director pursuant to Section 1.2(a)(iv), and (Z) Section 1.7 of this Agreement shall not be amended in a manner that adversely affects the Key Holders in a manner different than the Investors without the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent holders of a Majority majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed Key Holder Shares held by the Borrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent Key Holders then providing services to the assignment Company as officers or transfer by employees. Notwithstanding the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubtforegoing, no consent of any party hereto other than the Lenders Company shall be required in connection with necessary to include as a Conforming Amendment other than party to the extent required pursuant to Article VIII this Agreement any additional holders of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment Common Stock or supplement that, Preferred Stock as determined by it, adversely affects its duties, obligations, liabilities “Key Holders,” “Investors” or protections under the Credit Documents“Designated Common Stockholders.”

Amendment or Waiver. (a) This Except as otherwise expressly provided in this Agreement, any provision of this Agreement may not be changed, waived, discharged modified or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is supplemented only by an instrument in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeMajority Lenders, or by the Borrower and the Administrative Agent acting with the consent of the Majority Lenders, and any provision of this Agreement may be waived by the Majority Lenders or by the Administrative Agent acting with the consent of the Majority Lenders; provided that no such changemodification, supplement or waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or termination shall, without by the Administrative Agent acting with the consent of each Lender (provided that such Lender holds Secured Loans directly and adversely affected thereby in the case of the following clause (i)), (i) increase or extend any time the term of the Commitments, (ii) extend the date fixed for the payment of any principal of the Secured Loans, or reduce the rate interest on any Loan or extend the time of payment of interest (any other than as a result of waiving the applicability of any post-default increase in interest rates) fee or fees thereon, or reduce the principal other amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents)hereunder, (iii) amendreduce or forgive the amount of any such payment of principal, modify interest or waive any provision of Section 7.6 fee or clause (a) of this Section 7.11other amount, (iv) reduce the percentage specified in the definition of Majorityrate at which interest is payable thereon or any fee or other amount is payable hereunder, (v) alter the terms of this Section 12.9, (vi) consent to the assignment or transfer by the Borrower of any of their it rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive or any prepayment required pursuant to Section 2.3(b) Credit Document or (vii2) amend, unless by an instrument signed by all Lenders or by the Administrative Agent acting with the consent of all Lenders (i) change Section 4.9 or 4.13 in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders or (ii) modify the definition of the term “Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of Section 7.18. For 11 or Section 12.2, or of any of the avoidance rights or duties of doubtany Agent hereunder, no shall require the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Agreement Neither this Agreement, any other Credit Document or the Senior Facility Insurance Policy nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Insurer (so long as the Insurer is the Controlling Class) and, without duplication in the case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the Collateral Trusteeaggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders and unless the Rating Agency Condition is met; provided provided, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured LoansLoans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all a substantial portion of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 9.6 or clause (a) of this Section 7.119.12(a), (iv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Closing Date), (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.116.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 2.3(b) or 3.3.1(b), (vii) amend, modify or waive any provision of Section 7.18. For 9.20 or (viii) terminate or release the avoidance Senior Facility Insurance Policy; provided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of doubtthe Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, no covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the Lenders shall be required Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of the Swingline Lender in connection with a Conforming Amendment its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article VIII as same applies to the Administrative Agent, or any other than provision as same relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required pursuant is not obtained, such CP Conduit shall be deemed to Article VIII be a non-consenting Lender for purposes of Section 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Indenture. Each Lender hereby directs Lenders and authorizes shall be binding upon the Collateral Trustee Borrower, the Insurer, the Lenders, the Administrative Agent and all future holders of the Loans and the Loan Agent to enter into Lender Notes. In the case of any such Conforming Amendment. Neither waiver, the Collateral Trustee nor Borrower, the Loan Insurer, the Lenders and the Administrative Agent shall be obligated restored to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections their former position and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.

Amendment or Waiver. (a) This No provision of this Agreement or any other Financing Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerRequired Lenders, the Loan Agent Borrower and the Collateral Trustee; provided Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))Lender, (i) extend or postpone or delay any time date fixed by this Agreement or any other Financing Document for the any payment of any principal of the Secured Loansprincipal, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereondue to any Lender hereunder or under any other Financing Document, or reduce without the principal amount thereof, or change the currency prior written consent of payment thereofsuch Lender, (ii) release all reduce the principal of, or substantially all the rate of interest specified in any Financing Document on, any Loan of any Lender, without the Assets (in each case, except as expressly provided in the Credit Documents)prior written consent of such Lender, (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Agreement (except as permitted by Section 4.11)or any other Financing Document, without the prior written consent of each Lender, (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiiv) amend, modify or waive any provision of this Section 7.18. For 10.12 or Section 6.8, 10.1 or 10.2, without the avoidance of doubt, no prior written consent of each Lender, or (v) reduce the Lenders shall be required percentage specified in connection with a Conforming Amendment other than to or otherwise amend the extent required pursuant to Article VIII definition of Required Lenders, without the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsprior written consent of each Lender.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; provided Required Banks, PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity date of any principal Loan or Note or extend the stated maturity of any Letter of Credit beyond the Secured LoansMaturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, thereof (it being understood that any amendment or change modification to the currency financial definitions in this Agreement shall not constitute a reduction in the rate of payment thereofinterest for purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12(a), (iv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.11v) increase the Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), (viw) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the extent required pursuant Administrative Agent or any other provision as same relates to Article VIII the rights or obligations of the Indenture. Each Lender hereby directs and authorizes Administrative Agent, (y) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor Agent or (z) without the Loan Agent shall be obligated consent of the Swingline Bank, alter its rights or obligations with respect to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsSwingline Loans.

Amendment or Waiver. (a) This Agreement may not be changedaltered, amended, supplemented or modified, or compliance with any provision waived, discharged except by a written instrument executed by or terminated on behalf of the Parent and the Requisite Backstop Parties, provided, however, that any amendment to this Agreement to (other than pursuant to i) the defined term “Requisite Backstop Parties,” and (ii) this Section 7.22) unless 10.3, shall require the written consent of the Collateral Manager has been obtained and, other than Parent and each Backstop Party. All waivers hereunder must be made in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtainedwriting, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver or termination shall, without the consent failure of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any party at any time fixed for the payment to require another party’s performance of any principal obligation under this Agreement shall not affect the right subsequently to require performance of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability that obligation. Any waiver of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency breach of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 this Agreement shall not be construed as a waiver of any continuing or clause succeeding breach of such provision or a waiver or modification of any other provision. Notwithstanding anything to the contrary contained herein, after consultation with the Company regarding potential implications under securities or other applicable laws and after providing such information as may be reasonably requested for the Company to confirm compliance with applicable securities laws, Schedule I may be amended, supplemented or modified by the Requisite Backstop Parties by providing to the Company written notice thereof executed by the Requisite Backstop Parties (a) it being understood that by providing such written notice the Requisite Backstop Parties shall be deemed to represent to the Company that the transactions being reflected in such amendment, supplement or modification have been made in compliance with applicable securities laws, including Regulation D of this Section 7.11the Securities Act); provided, (iv) reduce the percentage specified however, that each Initial Backstop Party shall remain fully obligated for its Backstop Commitment and Initial Subscription Amount, in each case in the definition amount set forth on Schedule I as of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18Execution Date. For the avoidance of doubt, no consent of the Lenders any amendments, supplements or modifications to Schedule I shall not be required in connection with effective until each Backstop Party which is not an Initial Backstop Party has executed a Conforming Amendment other than joinder to the extent required this Agreement pursuant to Article VIII of which such Backstop Party agrees in writing to be bound by the Indenture. Each Lender hereby directs representations, warranties, covenants and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, obligations as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsa Backstop Party hereunder.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) directly affected thereby in the case of the following clause (i))thereby, (i) extend the Final Maturity Date (it being understood that any time fixed for the payment waiver of any principal prepayment of, or the method of application of any prepayment to the Secured Loansamortization of, the Loans shall not constitute any such extension), or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12, (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiv) amend, modify release all or waive any substantially all of the Collateral. No provision of Section 7.18. For 2 or 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to Letter of Credit Issuer or the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgents, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the respective Credit DocumentsDocument), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 12.12; (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11)t) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, (vicovenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) waive any prepayment required pursuant to Section 2.3(b) without the consent of such Bank; or (viiu) without the consent of any Issuing Bank effected thereby, amend, modify or waive any provision of Section 7.18. For 1A or alter its rights or obligations with respect to Letters of Credit; or (v) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Agent, amend, modify or waive any provision of Section 11 or any other than provision relating to the rights or obligations of the Agent; or (w) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; or (x) without the consent of the Required A Facility Banks, amend, modify or waive (I) Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required A Facility Banks to the extent required pursuant that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to Article VIII the A Term Loans or (II) Section 3.02(A)(b) or (y) without the consent of the Indenture. Each Lender hereby directs and authorizes Required B Facility Banks, amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the Collateral Trustee and definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required B Facility Banks to the Loan Agent to enter into extent that, in any such Conforming Amendment. Neither case, such amendment, modification or waiver would alter the Collateral Trustee nor application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the Loan Agent shall be obligated B Term Loans or (II) Section 3.02(A)(c) or (z) without the consent of the Required Acquisition Facility Banks, amend, modify or waive (I) Section 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required Acquisition Facility Banks to enter into any amendment or supplement the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as determined by itbetween A Term Loans, adversely affects its duties, obligations, liabilities B Term Loans and Acquisition Loans in a manner adverse to the Acquisition Loans or protections under (II) Section 3.02(A)(d) or the Credit Documentsdefinition of Acquisition Loan Termination Date.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit beyond the Secured LoansMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as a result except (x) in connection with the waiver of waiving the applicability of any post-default increase in interest ratesrates and (y) that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees thereonfor purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof, or change thereof (except to the currency of payment thereofextent repaid in cash), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Security Documents)) under all the Security Documents, (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1113.12 (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included under this Agreement to provide the Lenders with customary similar or additional rights of consent), (iv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.11w) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (vix) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of BTCo, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (y) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Administrative Agent or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of such Administrative Agent or (z) without the consent of the Indenture. Each Lender hereby directs and authorizes Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeMajority Banks and the Agent; provided provided, however, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided other than any Bank that such Lender holds Secured Loans directly affected thereby in is, at the case time of the following proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i))) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend any time fixed for the payment final maturity of any principal of the Secured Loans, Loan or Note other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all any material portion of the Assets (in each case, Collateral under any Security Document except as expressly shall be otherwise provided in the any Credit Documents)Document, (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.11, (iv) reduce the percentage specified in the definition of MajorityMajority Banks, (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), any Credit Document or (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision amend the definition of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Loss Threshold Incurrence Date other than to increase the extent required pursuant to Article VIII of dollar amount or the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentspercentage specified therein.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly affected thereby other than a Defaulting Bank) (with Obligations of the respective types in the case of the following clause (i)), ): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Secured LoansFinal Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, ; (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documentsrespective Security Document), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 13.12; (iv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11x) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase in the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (y) without the consent of the Agent, (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For 12 or any other provision relating to the avoidance rights or obligations of doubt, no the Agent; or (z) without the consent of the Lenders shall be required in connection with a Conforming Amendment other than Collateral Agent, amend, modify or waive any provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. This Warrant is one of a series of Warrants issued by the Company, all with on or near the same Original Issue Date and of like tenor, except as to the number of Warrant Shares subject thereto (collectively, the “Company Warrants”). Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and (i) prior to the conversion of the Notes at the Next Equity Financing, holders of Notes representing at least two-thirds of the Note Amount held by all holders of the Notes and (ii) after conversion of the Notes at the Next Equity Financing, the holders of Company Warrants representing at least two-thirds of the number of Warrant Shares then subject to outstanding Company Warrants. Notwithstanding the foregoing, (a) This Agreement this Warrant may be amended and the observance of any term hereunder may be waived without the written consent of the Registered Holder only in a manner which applies to all Company Warrants in the same fashion and (b) the number of Warrant Shares subject to this Warrant and the Purchase Price of this Warrant may not be changedamended, and the right to exercise this Warrant may not be waived, discharged or terminated (other than pursuant to Section 7.22) unless without the written consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority Registered Holder (it being agreed that an amendment to or waiver under any of the Lenders has been obtained, and such change, waiver, discharge provisions of Section 3 of this Warrant shall not be considered an amendment of the number of Warrant Shares or termination is in writing signed by the Borrower, Purchase Price). The Company shall give prompt written notice to the Loan Agent and the Collateral Trustee; provided Registered Holder of any amendment hereof or waiver hereunder that no such change, waiver or termination shall, was effected without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment Registered Holder’s written consent. No waivers of any principal term, condition or provision of the Secured Loansthis Warrant, in any one or more instances, shall be deemed to be, or reduce the rate construed as, a further or extend the time of payment of interest (other than as a result of waiving the applicability continuing waiver of any post-default increase in interest rates) such term, condition or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsprovision.

Amendment or Waiver. (a) This Neither this Agreement nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; provided Required Banks (or the Two Thirds Banks if such change or waiver (x) is to Section 4.02(A)(c)(i), (ii) and/or (iii), (y) would actually increase (as opposed to waiving reductions of) any Facility or add any new facility or (z) would increase the aggregate principal amount of Indebtedness permitted to be incurred pursuant to Section 8.04 by an amount greater than 15% of the aggregate principal amount of all Indebtedness permitted under Section 8.04 as of the Restatement Effective Date), PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend the final maturity date applicable to a Facility (it being understood that any time fixed for waiver of the payment making of, or application of any principal prepayment of or the Secured Loansmethod of application of any amortization payment or other prepayment to, or the amortization of, the Loans shall not constitute an extension of such final maturity thereof), reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.11, or Section 11.07, 12.01, 12.04, 12.06 or 12.07(b), (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or Two Thirds Banks or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 2 or 11 may be amended without the avoidance of doubt, no consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAdministrative Agent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Credit Agreement nor any ------------------- other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no -------- such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity of any principal Revolving Loan or Revolving Note (it being understood that any waiver of the Secured application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release all or substantially all of the Assets Collateral or guaranties (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11Section, (iv) reduce the percentage specified in the definition of Majority, Required Lenders or (v) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Credit Document. No provision of Section 7.18. For Article 3, 10 or 11 may be amended without the avoidance of doubt, no consent of each Issuing Bank or the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent PXI and the Collateral Trustee; Borrower and the Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) affected thereby (or its Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal Unpaid Drawing, Loan or Note (it being understood that any waiver of any prepayment of the Secured LoansLoans shall not constitute an extension of the final maturity -105- 112 date), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereonFees, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or mandatory prepayment, shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets collateral (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section, or Section 7.6 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or clause (a) of this Section 7.1112.07(b), (iv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Commitments are included on the Restatement Effective Date), (v) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement any Credit Document (except as permitted by Section 4.11expressly provided herein or therein), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any . No provision of Section 7.18. For 2 or Section 11 may be amended without the avoidance of doubt, no consent of the Lenders shall affected Letter of Credit Issuer or affected Agent, respectively. All modifications and amendments to this Agreement and to Schedules I and II described in Section 12.04 may be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, effective as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsdescribed therein.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrowerrespective Credit Parties party thereto and the Required Banks (or the Agent or Collateral Agent on behalf of, and with the prior written consent of, the Loan Agent and the Collateral Trustee; Required Banks), provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit beyond the Secured LoansFinal Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, thereof (it being understood that any amendments or change modification to the currency financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of payment thereofinterest for purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral under the Pledge Agreement (in each case, except as expressly provided in the Pledge Agreement), (iii) release a Subsidiary Guarantor which is a Significant Subsidiary from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or in the other Credit Documents), (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1113.12, (ivv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall increase the Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (except as permitted by Section 4.11it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), (viw) without the consent of each Issuing Bank, amend, modify or waive any prepayment required pursuant provision relating to Section 2.3(bits rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, amend, modify or waive any provision relating to its rights or obligations with respect to Swingline Loans, (viiy) without the consent of the Agent, amend, modify or waive any provision of Section 7.18. For 12 as same applies to the avoidance Agent or any other provision as same relates to the rights or obligations of doubtthe Agent, no (z) without the consent of the Lenders shall be required in connection with a Conforming Amendment other than Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. The Borrower shall, to the extent required pursuant requested by the Agent or the Required Banks, cause each Subsidiary Guarantor to Article VIII of acknowledge and agree to any amendment, modification or waiver with respect to this Agreement or any other Credit Document, although the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent failure to enter into obtain any such Conforming Amendment. Neither acknowledgement and agreement shall neither affect the Collateral Trustee effectiveness of any such amendment, modification or waiver nor affect the Loan Agent shall be obligated to enter into obligations of any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections such Subsidiary Guarantor under the Credit DocumentsSubsidiaries Guaranty.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrowers and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment Final Maturity Date, or extend the stated maturity of any principal Letter of Credit beyond the Secured LoansFinal Maturity Date (except as contemplated by Section 2.01(b)), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees or other amounts payable hereunder, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12, (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the any Borrower of any of their its rights and obligations under this Agreement or (except v) release all or substantially all of the Collateral, PROVIDED FURTHER, that no such change, waiver, discharge or termination shall, without the consent of the Required USF Lenders and the Required MCF Lenders, amend the definition of Required USF Lender or Required MCF Lenders (as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(bapplicable) or (vii) amend, modify or waive any amend in a manner adverse to the respective Facility the allocation between the USF Facility and the MCF Facility of mandatory commitment reductions. No provision of Section 7.18. For 1.01(B), 1.01(D) and (E), 2 or 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to Lira Lender, the extent required pursuant to Article VIII Swingline Lender, any Letter of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Credit Issuer affected thereby or any Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thataffected thereby, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for Scheduled Loan Repayment Date, reduce the payment amount of any principal Scheduled Loan Repayment or extend the final scheduled maturity of any Loan (it being understood that any waiver of the Secured Loansapplication of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets Subsidiary Guarantors from the Subsidiary Guaranty (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify release all or waive any provision substantially all of Section 7.6 or clause (a) of this Section 7.11the Collateral, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of this Section, or Section 7.181.10, 1.11, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (v) reduce the percentage specified in, or otherwise modify, the definition of, Required Banks, or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. For No provision of Section 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.

Amendment or Waiver. (a) This A. No approval, consent, amendment or waiver of this Agreement may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent any of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination Credit Documents shall be effective unless it is in writing signed by the Borrower, the Loan Agent and the Collateral TrusteeRequired Banks; provided provided, however, that no any such changeapproval, consent, amendment or waiver that (a) reduces the amount of any interest, principal, fees or termination shallother amounts owing to any Bank hereunder, including, without the consent limitation, amounts payable under Section 4 (but excluding any waiver of each Lender (provided that such Lender holds Secured Loans directly affected thereby any increase in the case of interest rate applicable to the following clause (iLoans pursuant to Section 2.06(e)), ; (ib) extend releases any time fixed for the payment of Person (except pursuant to any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than Divestitures and as a result of waiving the applicability of any post-default increase set forth in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit DocumentsSection 8.02(ii), (iii) amend, modify and (vi)) from all or waive any provision portion of Section 7.6 or clause its liabilities under the Subsidiary Guaranty; (ac) amends any provisions of this Section 7.11, 11.13; (ivd) reduce reduces the percentage specified in the definition of Majoritythe term "REQUIRED BANKS" or changes the definition of "PRO RATA SHARE" (it being understood that, with the consent of Required Banks, additional extensions of credit pursuant to this Agreement may be made on substantially the same basis as the extensions of the Commitments); (ve) consent to postpones the assignment or transfer by scheduled final maturity date (but not the Borrower date of any scheduled installment of principal) of any of their rights and obligations the Loans or the date on which any interest or any fees are payable under this Agreement or any of the Credit Documents; (f) releases all or substantially all of the Collateral (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(bset forth in Sections 8.02(i) or (viiii) amendor 8.14, modify or waive if the sale or disposition of such Collateral is permitted under any of the Credit Documents), or (g) by the terms of any provision of this Agreement requires the approval of all the Banks shall be effective only if it is in writing signed by all the Banks directly affected; provided, further, that no such approval, consent, amendment or waiver shall increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that approvals, consents, amendments or waivers of conditions precedent, covenants, defaults or events of default or of a mandatory prepayment or reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Bank); provided further that no amendment, modification or waiver of any provision of this Agreement relating to Swing Line Loans or the Swing Line Commitment shall be effective without the written concurrence of the Swing Line Bank; and provided, further, that no amendment, modification or waiver of any provision of Section 7.18. For 10 or of any other provision of this Agreement expressly requiring the avoidance of doubt, no consent approval or concurrence of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under effective without the Credit Documentswritten concurrence of the Agent.

Amendment or Waiver. (a) This Neither this Credit Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity of any principal Revolving Loan or Revolving Note (it being understood that any waiver of the Secured application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release all or substantially all of the Assets Collateral or guaranties (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11Section, (iv) reduce the percentage specified in the definition of MajorityRequired Lenders, (v) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11)any Credit Document, or (vi) waive any prepayment required pursuant to amend the order of the application of payments set forth in Section 2.3(b) 2.6(d); and provided, further, that no such change or (vii) amendwaiver shall, modify or waive any provision of Section 7.18. For without the avoidance of doubt, no consent of the Lenders shall be required Supermajority Lenders, increase the percentages set forth in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII Section 2.2 for calculation of the IndentureBorrowing Base. Each Lender hereby directs and authorizes No provision of Article 3, 10 or 11 may be amended without the Collateral Trustee and consent of each Issuing Bank or the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (iclause(i)), (i) extend the Maturity Date, as the case may be (it being understood that any time fixed for waiver of the payment application of any principal prepayment of or the Secured Loansmethod of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, thereof (it being understood that any amendment or change modification to the currency financial definitions in this Agreement shall not constitute a reduction in the rate of payment thereofinterest for purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12(a), (iv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loans pursuant to the Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.11v) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (viw) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the extent required pursuant Administrative Agent or any other provision as same relates to Article VIII the rights or obligations of the Indenture. Each Lender hereby directs and authorizes Administrative Agent, (y) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor Agent or (z) without the Loan Agent shall be obligated consent of BTCo, alter its rights or obligations with respect to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsSwingline Loans.

Amendment or Waiver. (a) This Agreement may not be changedamended, waivedand the Loan Parties may take any action herein prohibited, discharged or terminated (other than pursuant omit to Section 7.22) unless perform any act herein required to be performed by them, if the Loan Parties shall obtain the prior written consent of the Collateral Manager has been obtained andRequired Lenders to such amendment, other than in connection with a Conforming Amendmentaction or omission to act; provided, the consent of a Majority of the Lenders has been obtainedhowever, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver or termination shallthat, without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case all of the following clause (i))Lenders, no such agreement shall (i) extend any time fixed for decrease or forgive the payment of any principal of the Secured LoansPrincipal amount of, or reduce the rate or extend the time Maturity Date of payment any Note, or decrease the rate of interest (other than as a result of waiving or premium on the applicability of any post-default increase in interest rates) or fees thereonNote, or reduce the principal amount thereof, any fees or change the currency of payment thereofother amounts payable hereunder, (ii) effect any waiver, amendment or modification that by its terms changes the amount, allocation, payment or pro rata sharing of payment on or among the Notes, or any date fixed by this Agreement or any other Loan Document for any payment of Principal, interest or premium, (iii) amend the provisions of this Section 10.15, the definition of the term “Required Lenders” or of the term “Notes”, (iv) release any of the Loan Parties from their obligations under the Loan Documents, or (v) release all or substantially all of the Assets (in each caseCollateral, except to the extent such Collateral is sold or to be sold as expressly part of or in connection with any sale permitted hereunder or under any other Loan Document, in which case such release may be made by the Agent acting alone as provided in Article XI, provided that the Credit Documents)mechanics for sharing of the Collateral with the providers of Indebtedness that is permitted under Section 8.03 on a pari passu or subordinated basis, (iii) amendincluding the entering into of an intercreditor agreement, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer may be done by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent Agent acting on behalf of the Lenders without a vote thereof, and such sharing shall not constitute a release of Collateral hereunder. Each holder of a Note, at the time or times thereafter outstanding, shall be required in connection with a Conforming Amendment other than bound by any consent authorized by this Section 10.15, whether or not the Note shall have been marked to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any indicate such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsconsent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, Required Banks and (except in the Loan Agent and case of a waiver) the Collateral Trustee; Borrower provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) being directly affected thereby in the case of the following clause (i))thereby, (i) extend the Maturity Date (it being understood that any time fixed for the payment waiver of any principal of the Secured Loansprepayment shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereofFees, (ii) release all or substantially all of the Assets Collateral (except as expressly provided in each casethe Credit Documents), or release any Credit Party from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12, or any percentage specified in the definition of Borrowing Base, (iv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement except in accordance with the terms hereof; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.11w) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (vix) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of the Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For the avoidance 2 or alter its rights or obligations with respect to Letters of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.or

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeRequired Banks; provided PROVIDED, HOWEVER, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment of any principal of the Secured LoansMaturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or substantially all Event of the Assets (in each case, except as expressly provided Default or of a mandatory reduction in the Credit DocumentsTotal Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11Section, (iv) reduce the percentage specified in the definition of Majority, Required Banks or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement. No provision of Sections 2 or 11, or any other provisions relating to any Letter of Credit Issuer or the Administrative Agent may be modified without the consent of such Letter of Credit Issuer or the Administrative Agent, respectively. (b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (except as permitted by Section 4.11i), (viiii), (iv) waive any prepayment or (v) of the proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then Borrower shall have the right to replace each such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 2.3(b) 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or (vii) amendtermination; PROVIDED, modify or waive any provision of Section 7.18. For HOWEVER, that Borrower shall not have the avoidance of doubt, no consent right to replace a Bank solely as a result of the Lenders shall be exercise of such Bank's rights (and the withholding of any required in connection with a Conforming Amendment other than to the extent required consent by such Bank) pursuant to Article VIII clause (ii) of the Indentureproviso to Section 12.12(a). Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.12.13

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral TrusteeRequired Lenders; provided that (x) no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) with Obligations being directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment scheduled final maturity of any principal of the Secured LoansLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, Fees or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofthe Commitment of any Lender), (ii) release Parent or Xxxxxxxx Tobacco from its Guaranty, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the Security Documents) all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents)Collateral, (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11(other than technical amendments which do not adversely affect the rights of any Lender), or Section 12.06 in a manner that would alter the pro rata sharing of payments required thereby, (ivv) reduce the percentage specified in the definition of Majority, Required Lenders or (vvi) consent to the assignment or transfer by the Borrower any Credit Agreement Party of any of their its rights and obligations under this Agreement Agreement; and (except as permitted by Section 4.11y) the financial covenants set forth in Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (viand the defined terms used therein) waive any prepayment required pursuant may be adjusted with the consent of the Borrower and the Majority SMA to Section 2.3(b) or (vii) amend, modify or waive any the extent provided in Sections 7.09 and 12.07(a). No provision of Section 7.1811 may be amended or modified without the consent of any Senior Managing Agent adversely affected thereby. For The obligations of Swingline Lenders to make Swingline Loans, the avoidance terms of doubt, no any such Swingline Loans and the obligations of the other Lenders to fund Mandatory Borrowings shall not be amended or modified without the consent of the Swingline Lenders adversely affected thereby. The terms of Section 2 shall not be required in connection with a Conforming Amendment other than to amended or modified without the extent required pursuant to Article VIII consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, Letter of Credit Issuer adversely affects its duties, obligations, liabilities or protections under the Credit Documentsaffected thereby.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the BorrowerRequired Lenders; provided, the Loan Agent and the Collateral Trustee; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))Lender, (i) extend any time fixed for the payment final maturity of any principal of the Secured LoansLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, payable hereunder or reduce the principal amount thereof, or increase the Revolving Credit Commitment or Term Loan Credit Commitment of any Lender, or the aggregate amount of the Revolving Credit Commitments or Term Loan Commitments for all of the Lenders in each case) over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Revolving Credit Commitment shall not constitute a change in the currency terms of payment thereofthe Revolving Credit Commitment or Term Loan Commitment of any Lender), (ii) release all or substantially all of collateral at such time securing the Assets Obligations hereunder (in each case, except as expressly provided in the Credit Documentssuch instruments pertaining to such collateral), (iii) the release of the Guaranty or any other guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 7.6 2.12, 2.13, 4.05, 9.01, 9.02, 9.03, 11.02, 11.08 or clause 11.11; (a) of this Section 7.11, (ivv) reduce the any percentage specified in in, or otherwise modify, the definition of Majority, Required Lenders; (vvi) alter or amend any provision hereof expressly requiring the consent of all of the Lenders; or (vii) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 10 may be amended without the avoidance of doubt, no consent of the Lenders Agent. The provisions of Sections 2.09, 2.10, 2.11, 2.12 and 2.13 shall not be required amended or modified in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, way that adversely affects the Agent with respect to its dutiesobligation to issue Letters of Credit, obligations, liabilities or protections under without the Credit DocumentsAgent's consent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment of Loans shall not constitute an increase -133- 141 of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the respective Credit DocumentsDocument), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 13.12; (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans, Capital Expenditure Loans, Capital Expenditure Loan Commitments and Revolving Loan Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11)o) without the consent of the Supermajority Banks, amend or modify the definition of Initial Compliance Date to increase the Leverage Ratio specified therein or waive compliance with the Initial Compliance Date; or (vip) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment of Loans shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (q) without the consent of the Swingline Bank, amend, modify or waive any prepayment required pursuant provision relating to Section 2.3(b) the rights or obligations of the Swingline Bank or with respect to Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings); or (viir) without the consent of any Issuing Bank affected thereby, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit; or (s) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Agent, amend, modify or waive any provision of Section 12 or any other than provision relating to the rights or obligations of the Agent; or (t) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Collateral Agent; or (u) without the consent of the Required A Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent required pursuant that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to Article VIII the A Term Loans or (II) the definition of Required A Term Facility Banks; or (v) without the consent of each Bank with outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term Loan Repayment; or (w) without the consent of the Indenture. Each Lender hereby directs and authorizes Required B Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the Collateral Trustee and definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the Loan Agent to enter into extent that, in any such Conforming Amendment. Neither case, such amendment, modification or waiver would alter the Collateral Trustee nor application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the B Term Loans or (II) the definition of Required B Term Facility Banks; or (x) without the consent of each Bank with outstanding -134- 142 B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Agent shall be obligated Repayment; or (y) without the consent of the Required Capital Expenditure Facility Banks (A) amend, modify or waive (I) Section 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage, B TL Percentage or CapEx TL Percentage to enter into any amendment or supplement the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as determined by itbetween A Term Loans, adversely affects its dutiesB Term Loans and Capital Expenditure Loans in a manner adverse to the Capital Expenditure Loans or (II) the definition of Required Capital Expenditure Facility Banks or the definition of Capital Expenditure Loan Conversion Date; or (z) without the consent of each Bank with outstanding Capital Expenditure Loans, obligationsamend, liabilities modify, waive or protections under the Credit Documentsdefer any Scheduled Capital Expenditure Loan Repayment.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change the currency of payment thereof, ; (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the respective Credit Documents), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 15.10; (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks; (v) reduce or limit the Obligations of any Guarantor owing to any of the Agents, the Issuing Bank or any of the Banks or release any Guarantor (provided that at such time as any Subsidiary Guarantor is sold in accordance with the terms of this Agreement, such Guarantor shall be automatically released from any and all obligations under the Subsidiary Guaranty); or (vi) consent to the assignment or to transfer by the Parent or the Borrower or any other Credit Party of any of their rights and obligations under this Agreement Agreement; provided further that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11)x) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, (vicovenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) waive any prepayment required pursuant to Section 2.3(b) without the consent of such Bank; or (viiy) without the consent of the Issuing Bank, amend, modify or waive any provision of Section 7.18. For 3 or alter its rights or obligations with respect to Letters of Credit; or (z) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment applicable Agent, amend, modify or waive any provision of Section 12 or any other than provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties thereto and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly Bank affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for Scheduled Repayment or the payment scheduled final maturity of any principal Loan or Note (it being understood that any waiver of the Secured Loansapplication of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, Fees or reduce the principal amount thereof, (ii) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or mandatory prepayment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (iiiii) release all or substantially all any material portion of the Assets Collateral (in each case, except as expressly provided in the Credit Documents), (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12, (ivv) reduce the any percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or (vvi) consent to the assignment or transfer by SNIG or the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 10 or any other provision relating to the avoidance rights and/or obligations of doubt, no the Administrative Agent may be amended without the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrowerrespective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Loan Agent Subsidiary Guarantee and the Collateral TrusteeSecurity Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal of Loan or Note beyond the Secured LoansFinal Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (other than as a result except in connection with the waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, thereof (it being understood that any amendment or change modification to the currency financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate of payment thereofinterest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documents)) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guarantees, (iv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Loans on the Effective Date), (ivv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and the Loans are included on the Effective Date), (vvi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Borrower Company of any of their its rights and obligations under this Agreement Agreement; provided, further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.111) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (vi2) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 7.18. For 10 or any other provision as same relates to the avoidance rights or obligations of doubtthe Administrative Agent, no or (3) without the consent of the Lenders shall be required in connection with a Conforming Amendment other than Collateral Agent, amend, modify or waive any provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Credit Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties thereto and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly other than a Defaulting Lender) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity of any principal Revolving Loan or Revolving Note (it being understood that any waiver of the Secured application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase increases in interest rates) or fees extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, or change increase the currency Commitment of payment thereofany Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase in the available portion of any Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.10, (iv) reduce the percentage specified in the definition of Majority, Required Lenders or change the percentage of holders of Commitments or the aggregate unpaid principal amount of the Revolving Loans which shall be required for the Lenders for any of them to take action under this Credit Agreement or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Credit Document. No provision of Section 7.18. For Article 3 or 10 may be amended without the avoidance of doubt, no consent of each Issuing Bank or the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party hereto or thereto and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as a result except in connection with the waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, thereof (it being understood that any amendment or change modification to the currency financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of payment thereofinterest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documents)) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guaranties, (iv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1114.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided, further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.111) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase of the Commitment of such Bank), (vi2) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of each Issuing Bank having Letters of Credit outstanding hereunder, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit (it being understood and agreed that to the avoidance extent any Issuing Bank does not have any Letters of doubtCredit outstanding but such Issuing Bank does not give its written consent to any such amendment, no modification or waiver, such Issuing Bank shall cease to be an Issuing Bank hereunder), (3) without the consent of the Lenders shall be required in connection Swingline Bank, alter the Swingline Bank’s rights or obligations with a Conforming Amendment respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes Administrative Agent, or (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral TrusteeRequired Lenders; provided that (x) no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) with Obligations being directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment scheduled final maturity of any principal of the Secured LoansLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, Fees (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or reduce the principal amount thereof, or change increase the currency Commitment of payment thereofany Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory repayments or a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (ii) release any Subsidiary from the Subsidiary Guaranty, except in connection with a sale or other disposition of such Subsidiary permitted by this Agreement, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the Security Documents) all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents)Collateral, (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11(other than technical amendments which do not adversely affect the rights of any Lender), or Section 12.06 in a manner that would alter the pro rata sharing of payments required thereby, (ivv) reduce the percentage specified in the definition of Majority, Required Lenders or (vvi) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; and (except as permitted by Section 4.11y) the financial covenants set forth in Sections 8.05, 8.07, 8.08 and 8.13 (and the defined terms used therein) may be adjusted with the consent of the Borrower and the Lead Agents to the extent provided in Sections 7.09 and 12.07(a), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any . No provision of Section 7.18. For 11 may be amended or modified without the avoidance of doubt, no consent of any Lead Agent adversely affected thereby. The obligations of each Swingline Lender to make Swingline Loans, the Lenders shall be required in connection with a Conforming Amendment other than to terms of any such Swingline Loans and the extent required pursuant to Article VIII obligations of the Indentureother Lenders to fund Mandatory Borrowings shall not be amended or modified without the consent of each Swingline Lender adversely affected thereby. Each Lender hereby directs and authorizes The terms of Section 2 shall not be amended or modified without the Collateral Trustee and the Loan Agent to enter into consent of any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, Letter of Credit Issuer adversely affects its duties, obligations, liabilities or protections under the Credit Documentsaffected thereby.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity date of any principal Revolving Loan or Revolving Note or extend the stated expiration date of any Letter of Credit beyond the Secured LoansFinal Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce the principal amount thereof, or increase the Revolving Commitment of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute a change in the currency terms of payment thereofthe Revolving Commitment of any Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12 (except to give effect to additional facilities hereunder), (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement, (v) release all or substantially all of the Collateral (except as permitted by Section 4.11), set forth in the Credit Documents) or (vi) waive any prepayment required pursuant to Section 2.3(brelease all or substantially all of the Subsidiary Guaranties; provided further, that no such change, waiver, discharge or termination shall, (w) or (vii) without the consent of the Issuing Lender, amend, modify or waive any provision of Section 7.18. For 3 or alter its rights or obligations with respect to Letters of Credit, (x) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Administrative Agent, amend, modify or waive any provision of Section 11 or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes Administrative Agent or (y) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or change modification actually results in such a reduction, provided that such amendment or modification was not made primarily for the currency purpose of payment thereofreducing the interest rate or Fees hereunder), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Security Documents)) under all the Security Documents, (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1113.01 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans, and Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11)Agreement, (vi) waive any prepayment required pursuant to amend or modify Section 2.3(b13.19(a) or (vii) release Holdings or the Borrower from this Agreement or the Credit Agreement Party Guaranty; provided further, that no such change, waiver, discharge or termination shall (s) be effective without the written acknowledgment (though not consent) of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed), (t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (u) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the avoidance of doubt, no consent of the Lenders shall be required in connection Swingline Lender, alter its rights or obligations with a Conforming Amendment respect to Swingline Loans, (w) without the consent of the respective Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other than provision as same relates to the extent required rights or obligations of such Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the written consent of the Majority Lenders of a Tranche affected thereby, impose any greater restriction on the ability of any Lender to assign any of its rights or obligations with respect to such Tranche hereunder, or (z) without the consent of the Majority Lenders of the Term Loans, reduce the amount of or extend the date of any Scheduled Repayment, or amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to Article VIII this Agreement may be included in the determination of the Indenture. Each Lender hereby directs Majority Lenders on substantially the same basis as the extensions of Loans and authorizes Commitments are included on the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsEffective Date).

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeRequired Lenders; provided PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity date of any principal of Loan or Note beyond the Secured LoansMaturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce the principal amount thereof, or increase the Loans of such Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment shall not constitute a change in the currency terms of payment thereofany Lender's Loans), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12 (except to give effect to additional facilities hereunder), (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement, (v) release all or substantially all of the Collateral (except as permitted by Section 4.11), set forth in the Credit Documents) or (vi) waive any prepayment required pursuant to Section 2.3(brelease all or substantially all of the Subsidiary Guarantors; PROVIDED, FURTHER, that no such change, waiver, discharge or termination shall, (x) or (vii) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 7.18. For 11 or any other provision as same relates to the avoidance rights or obligations of doubtsuch Agent, no or (y) without the consent of the Lenders Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent; and PROVIDED, FURTHER, that no such change, waiver, discharge or termination that otherwise becomes effective against other parties hereto in accordance with the terms of this Agreement shall be required effective in connection with a Conforming Amendment other than to altering the extent required pursuant to Article VIII rights or obligations of any of the Indenture. Each Non-Continuing Lenders adversely to such Non-Continuing Lender hereby directs and authorizes without the Collateral Trustee and the Loan Agent to enter into any consent of such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsNon-Continuing Lender.

Amendment or Waiver. Except as expressly provided in Section 11.4(d) and (a) This e), no amendment or waiver of any provision of this Agreement may not or any Notes, nor consent to any departure by the Borrower therefrom, shall in any event be changed, waived, discharged or terminated (other than pursuant to Section 7.22) effective unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is same shall be in writing and signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeRequired Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such changeamendment, waiver or termination consent shall, without unless in writing and signed by all the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case Banks, do any of the following clause (i)), following: (i) extend amend or waive any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase conditions specified in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereofSection 5, (ii) release all or substantially all increase the Commitments of the Assets Banks or subject the Banks to any additional monetary obligations (in each caseincluding, except as expressly provided in without limitation, extending the Credit Documentsperiods of the Commitments during which the Banks are obligated to make Loans), (iii) amendreduce the principal of, modify or waive interest on, the Loans, any provision of Section 7.6 Notes or clause (a) of this Section 7.11fees, (iv) reduce postpone any date fixed for any payment in respect of principal of, or interest on, the percentage specified in the definition of MajorityLoans or other fees or amounts hereunder (including, without limitation, any date on which mandatory prepayments are due) except pursuant to Section 3.5, (v) change the percentage of the Commitments or the aggregate unpaid principal amount of the Loans, or the number or identity of the Banks, which shall be required for the Banks or any of them to take any action under this Agreement, or (vi) amend or waive Section 2.13, this Section 11.12 or the definitions of any terms used in such Sections; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the assignment Banks required hereinabove to take such action, affect the rights or transfer duties of the Administrative Agent under this Agreement or any Note. Notwithstanding the foregoing provisions of this Section 11.12, the provisions of this Agreement relating solely to fees payable to the Administrative Agent for its own account and not for the account of the Banks may be amended (but not to increase the amount of such fees so payable) or waived or departure therefrom may be consented to by the Administrative Agent in writing without any consent being required, written or otherwise, from any Bank. The Borrower agrees to give notice of any amendment or waiver approved by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than Required Banks to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.

Amendment or Waiver. (a) This Neither this Agreement nor any other ------------------- Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such -------- change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-post- default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change the currency of payment thereof, ; (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the respective Credit Documents), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 15.10; (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks; (v) reduce or limit the Obligations of any Guarantor owing to any of the Agents, the Issuing Bank or any of the Banks or release any Guarantor (provided that at such time as any Subsidiary Guarantor is sold in accordance with the terms of this Agreement, such Guarantor shall be automatically released from any and all obligations under the Subsidiary Guaranty); or (vi) consent to the assignment or to transfer by the Parent or the Borrower or any other Credit Party of any of their rights and obligations under this Agreement Agreement; provided further that no such change, waiver, -------- ------- discharge or termination shall: (except as permitted by Section 4.11)x) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, (vicovenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) waive any prepayment required pursuant to Section 2.3(b) without the consent of such Bank; or (viiy) without the consent of the Issuing Bank, amend, modify or waive any provision of Section 7.18. For 3 or alter its rights or obligations with respect to Letters of Credit; or (z) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment applicable Agent, amend, modify or waive any provision of Section 12 or any other than provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the relevant Credit Documents), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 13.12; (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11)A) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, (vicovenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any 121 CREDIT AGREEMENT Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) waive any prepayment required pursuant to Section 2.3(b) without the consent of such Bank; or (viiB) without the consent of the Issuing Bank affected thereby, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit issued by such Issuing Bank; or (C) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Agent, amend, modify or waive any provision of Section 12 or any other than provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes Agent; or (D) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend the Expiry Date (it being understood that any time fixed for waiver of the payment application of any principal prepayment of or the Secured Loansmethod of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Revolving Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute a change in the currency terms of payment thereofany Revolving Commitment of any Bank), (ii) release or permit the release of all or substantially all of the Assets (in each case, Collateral except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12, (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except provided further that no such change, waiver, discharge or termination shall without the consent of the Super-Majority Banks change directly or indirectly the definition of Permitted Acquisition or Super-Majority Banks. No provision of Section 11 may be -91- amended without the consent of the Agent and to the extent any such amendment would affect the Co-Agent solely in its capacity as permitted by such, the Co-Agent, no provision of Section 4.11), (vi) waive any prepayment required pursuant to 2 may be amended without the consent of the Letter of Credit Issuer affected thereby and no provision of Section 2.3(b1.01(b) or (viic) amend, modify or waive any other provision of Section 7.18. For applicable to Swingline Loans may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsBTCo.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal of Loan or Note beyond the Secured LoansMaturity Date, or reduce the rate or extend the time of payment of interest or Fees (other than as it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a result reduction in the rate of waiving interest or Fees for the applicability purposes of any post-default increase in interest rates) or fees thereonthis clause (i)), or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Commitments on the Effective Date), (iviii) reduce the percentage specified in the definition of Majority, Required Lenders or (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall (except as permitted 1) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by Section 4.11means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), (vi) waive Defaults or Events of Default shall not constitute an increase of the Commitment of any prepayment required pursuant to Section 2.3(b) Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), or (vii2) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment 10 as same applies to such Agent or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; provided Required Lenders, PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly other than a Defaulting Lender) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed maturity date provided for the payment of herein applicable to a Loan or a Commitment (it being understood that any principal waiver of the Secured Loansmaking, or application of, any mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in any Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations under any Credit Document, (iii) release any Credit Party from the Subsidiary Guaranty, except in connection with a transaction permitted by section 9.2(d), (iv) release all or substantially all any substantial portion of the Assets (in each caseCollateral, except as expressly provided strictly in accordance with the provisions of the Credit Documents), (iiiv) change the definition of the term "Change of Control" or any of the provisions of section 5.2(d) which are applicable upon a Change of Control, (vi) amend, modify or waive any provision of Section 7.6 this section 12.12, or clause (a) section 11.7, 12.1, 12.4, 12.6 or 12.7(b), or any other provision of this Section 7.11any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required, (ivvii) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Lenders, or (vviii) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement. No provision of section 3 or 11 may be amended without the consent of (except as permitted by Section 4.11), (vix) waive any prepayment required pursuant to Section 2.3(b) Letter of Credit Issuer adversely affected thereby or (viiy) amendthe Administrative Agent, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This No provision of this Agreement or any ------------------- other Financing Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerRequired Waiver Lenders and the Borrower and each Covered Party that is a party thereto, and, to the extent that its rights or obligations may be affected thereby, the Loan Agent and Administrative Agent. Notwithstanding the Collateral Trustee; provided that foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) increase or extend the Commitment of any Lender (it being understood that waivers or modifications after the Closing Date of covenants, Defaults or Events of Default shall not constitute a change in the terms of any Commitment of any Lender), without the prior written consent of each such Lender, (ii) postpone or delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document (provided it being understood that such waivers or modifications after the Closing Date of covenants, Defaults or Events of Default shall not constitute a postponement or delay in any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender holds Secured Loans directly affected thereby in the case of the following clause (i)hereunder or under any other Financing Document), without the prior written consent of such Lender, (iiii) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereofof, or change the currency rate of payment thereofinterest specified in any Financing Document on, any Loan of any Lender, without the prior written consent of such Lender, (iiiv) release all or substantially all of the Assets (in each case, Collateral except as expressly shall be otherwise provided in the Credit Documents), (iii) amend, modify any Security Document or waive any provision of Section 7.6 other Financing Document or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Agreement (except as permitted by Section 4.11)or any other Financing Document, without the prior written consent of each Lender, (vi) waive any prepayment required pursuant to Section 2.3(b) or (viiv) amend, modify or waive any provision of this Section 7.18. For 9.10 or Section 9.1 or 9.2, without the avoidance of doubt, no prior written consent of each Lender, or (vi) reduce the percentage specified in or otherwise amend the definition of Required Waiver Lenders shall be required in connection with a Conforming Amendment other than to or Required Acceleration Lenders, without the extent required pursuant to Article VIII prior written consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentseach Lender.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment scheduled maturity of any principal Loan or Note or extend any required amortization under Section 4.02(A)(b) or extend any revolving loan commitment reduction date under Section 3.03(d) or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all any substantial portion of the Assets Collateral (in each case, except as expressly provided in the relevant Credit Documents), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 13.12; (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11)v) without the consent of the Swingline Bank, (vi) to amend, modify or waive any prepayment required pursuant provision relating to Section 2.3(b) Swingline Loans or the rights or obligations of the Swingline Bank; or (viiw) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (x) without the consent of the Issuing Bank, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit; or (y) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Agent, amend, modify or waive any provision of Section 12 or any other than provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes Agent; or (z) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.Agent. 100

Amendment or Waiver. This Warrant is one of a series of warrants issued by the Company as of April 20, 2004, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-111903), and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the "Company Warrants"). Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of Company Warrants representing at least a majority of the number of shares of Common Stock then subject to outstanding Company Warrants. Notwithstanding the foregoing, (a) This Agreement this Warrant may be amended and the observance of any term hereunder may be waived without the written consent of the Registered Holder only in a manner which applies to all Company Warrants in the same fashion and (b) the number of Warrant Shares subject to this Warrant, the term of this Warrant and the Purchase Price of this Warrant may not be changedamended, and the right to exercise this Warrant may not be waived, discharged or terminated (other than pursuant to Section 7.22) unless without the written consent of the Collateral Manager has been obtained and, other than in connection with a Conforming AmendmentRegistered Holder (it being agreed that an amendment to or waiver under any of the provisions of Section 2 of this Warrant shall not be considered an amendment of the number of Warrant Shares, the consent term of a Majority this Warrant or the Purchase Price). The Company shall give prompt written notice to the Registered Holder of the Lenders has been obtained, and such change, waiver, discharge any amendment hereof or termination is in writing signed by the Borrower, the Loan Agent and the Collateral Trustee; provided waiver hereunder that no such change, waiver or termination shall, was effected without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment Registered Holder's written consent. No waivers of any principal of the Secured Loansterm, condition or provisixx xx this Warrant, in any one or more instances, shall be deemed to be, or reduce the rate construed as, a further or extend the time of payment of interest (other than as a result of waiving the applicability continuing waiver of any post-default increase in interest rates) such term, condition or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsprovision.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Required Banks and (except in the case of a waiver) the Borrower; provided, the Loan Agent and the Collateral Trustee; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) being directly affected thereby in the case of the following clause (i))thereby, (i) except as provided herein, extend the Maturity Date (it being understood that any time fixed for the payment waiver of any principal Scheduled Commitment Reduction or prepayment of the Secured LoansLoans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets Collateral (except as expressly provided in each casethe Credit Documents), or release any Subsidiary Guarantor from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1112.12, (iv) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.11w) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitments of such Bank), (vix) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of the Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the avoidance consent of doubtBTCo, no amend or modify the obligation of BTCo to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the Banks to fund Mandatory Borrowings, or (z) without the consent of the Lenders shall be required in connection with a Conforming Amendment other than Agent, amend, modify or waive any provision of Section 11 as same applies to the extent required pursuant Agent or any other provision as same relates to Article VIII the rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrowerrespective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Loan Agent Subsidiary Guarantee and the Collateral TrusteeSecurity Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment final scheduled maturity of any principal of Loan or Note beyond the Secured LoansFinal Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon (other than as a result except in connection with the waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, thereof (it being understood that any amendment or change modification to the currency financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate of payment thereofinterest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documents)) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guarantees, (iv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Loans on the Restatement Effective Date), (ivv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and the Loans are included on the Restatement Effective Date), (vvi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Borrower Company of any of their its rights and obligations under this Agreement Agreement; provided, further, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.111) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (vi2) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 7.1810 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. For Notwithstanding anything to the avoidance of doubtcontrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other affected Lenders shall be required in connection with a Conforming Amendment other than to require the extent required pursuant to Article VIII consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsDefaulting Lender.

Amendment or Waiver. (a) This Agreement may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the BorrowerRequired Lenders; PROVIDED, the Loan Agent and the Collateral Trustee; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))Lender, (i) extend any time fixed for the payment final maturity of any principal of the Secured LoansLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, payable hereunder or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the currency terms of payment thereofthe Credit Commitment of any Lender), (ii) release all or substantially all of collateral at such time securing the Assets Obligations (in each case, except as expressly provided in the Credit Documentssuch instruments pertaining to such collateral), (iii) the release of any guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 7.6 2.12, 2.13, 4.05, 9.01, 9.02, 9.03, 11.02, 11.08 or clause 11.11; (a) of this Section 7.11, (ivv) reduce the any percentage specified in in, or otherwise modify, the definition of MajorityRequired Lenders; (vi) alter or amend any provision hereof expressly requiring the consent, satisfaction or acceptance of all of the Lenders; or (vvii) consent to the assignment or transfer by the any Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 10 hereof may be amended without the avoidance of doubt, no consent of the Lenders Agent. The provisions of Sections 2.09, 2.10, 2.11, 2.12 and 2.13 shall not be required amended or modified in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, way that adversely affects the Agent with respect to its dutiesobligation to issue Letters of Credit, obligations, liabilities or protections under without the Credit DocumentsAgent's consent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Company and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity of any principal Revolving Loan (it being understood that any waiver of the Secured Loansapplication of any prepayment of or the method of application of any prepayment to the amortization of the Revolving Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Revolving Loan Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Revolving Loan Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets Subsidiary Guarantors from the Subsidiary Guaranty (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section, or Section 7.6 1.10, 1.11, 3.04, 8.01, 10.07, 11.01, 11.02, 11.04, 11.06 or clause (a) of this Section 7.1111.07(b), (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majorityof, Required Banks, or (v) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement (or any other Credit Document except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) in accordance with the terms hereof or (vii) amend, modify or waive any thereof. No provision of Section 7.18. For 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.

Amendment or Waiver. (a) This Neither this Agreement nor any other ------------------- Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination -------- shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the relevant Credit Documents), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 14.12; (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such ---------------- change, waiver, discharge or termination shall: (except as permitted by Section 4.11)s) without the consent of the Swingline Bank, (vi) amend, modify or waive any prepayment required pursuant provision relating to Section 2.3(b) Swingline Loans or the rights or obligations of the Swingline Bank; or (viit) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (u) without the consent of the Issuing Bank, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit; or (v) without the avoidance of doubt, no consent of the Lenders shall be required Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; or (w) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Collateral Agent; or (x) without the consent of the Required Term Facility Banks (A) amend, modify or waive any of the terms contained in connection with a Conforming Amendment other than (I) Sections 4.01(iv), 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage or Acquisition TL Percentage to the extent required pursuant that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between Term Loans and Acquisition Loans in a manner adverse to Article VIII the Term Loans or (II) Section 4.02(A)(c) or the definition of Required Term Facility Banks; or (y) without the consent of the Indenture. Each Lender hereby directs and authorizes Required Acquisition Facility Banks (A) amend, modify or waive any of the Collateral Trustee and terms contained in (I) Section 4.01(iv), 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the Loan Agent definitions of Term TL Percentage or Acquisition TL Percentage to enter into the extent that, in any such Conforming Amendment. Neither case, such amendment, modification or waiver would alter the Collateral Trustee nor application of prepayments or repayments as between Term Loans and Acquisition Loans in a manner adverse to the Acquisition Loans or (II) Section 4.02(A)(d), the definition of Required Acquisition Facility Banks or the definition of Acquisition Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsTermination Date.

Amendment or Waiver. (a) This Neither this Agreement nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Company and the Collateral Trustee; provided Required Banks, PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans other than a Defaulting Bank) directly affected thereby in the case of the following clause (i))thereby, (i) extend the Maturity Date (it being understood that any time fixed for waiver of the payment making of any principal mandatory prepayment of the Secured Revolving Loans, or the application or method of application of any such prepayment, or the postponement of a Scheduled Commitment Reduction, shall not constitute an extension of such final maturity thereof), reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1113.12, or Section 11.07, 13.01, 13.04, 13.06(a) or 13.07(b), (iviii) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or (viv) consent to the assignment or transfer by the any Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This No provision of this Credit Agreement or any other Financing Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerRequired Lenders and the Borrower or the relevant Guarantor (but only if the Borrower or such Guarantors is a party thereto), and, to the extent that its rights or obligations may be affected thereby, the Loan Agent and or Agents party thereto. Notwithstanding the Collateral Trustee; provided that foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) increase or extend the Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender), or extend the expiration date of the Commitment of any Lender, without the prior written consent of such Lender, (ii) postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each Lender (provided that such affected thereby, or postpone or delay any date fixed by this Credit Agreement or any other Financing Document for any payment of principal, interest or fees due to any Lender holds Secured Loans directly hereunder or under any other Financing Document, without the prior written consent of each Lender affected thereby in the case of the following clause (i))thereby, (iiii) extend any time fixed for reduce the payment of any principal of the Secured Loansof, or reduce the rate or extend the time of payment amount of interest (other than as a result of waiving the applicability or fees specified in any Financing Document on, any Loan of any post-default increase in interest rates) or fees thereon, or reduce Lender without the principal amount thereof, or change the currency prior written consent of payment thereofeach Lender affected thereby, (iiiv) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify Collateral or waive any provision of Section 7.6 or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of their rights and its respective obligations under this Credit Agreement or any other Financing Document, without the prior written consent of all Lenders, (except v) amend, modify or waive any provision of this Section 9.10, Section 6.8, 9.1 or 9.2 or any other provision hereunder providing for the ratable treatment of Lenders (such as permitted by Section 4.11Sections 6.5(b)(iii)), without the prior written consent of each Lender, (vi) postpone or delay the date on which any amounts are required to be paid or reduce or waive the amount required to be paid on such date or the amount of credit support required to be provided on such date by the Guarantors under any of the Transaction Documents (or permit the transfer or assignment of any obligation of, or release or discharge any payment obligation of, the Guarantors thereunder) without the prior written consent of each Lender affected thereby, (vii) reduce the percentage specified in or otherwise amend the definition of Required Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, or amend, modify, or waive any prepayment required pursuant provision which expressly provides a consent right to each Lender, in each of the foregoing cases, without the prior written consent of each Lender affected thereby, (viii) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility, (ix) amend or modify the definitions of Lender Parties, Secured Parties, Secured Financial Hedge Counterparties, Obligations or Secured Obligations or amend, modify or waive Sections 4.1(a), 4.3 and 6.1 of the Account Agreement or Section 2.3(b5.16 herein in each case in a manner that would be adverse to the Secured Financial Hedge Counterparties without the prior written consent of each Lender who is or whose Affiliate is a Secured Financial Hedge Counterparty, (x) amend, modify or waive the second sentence of Section 9.4 without the prior written consent of each Lender affected thereby, or (viixi) amend, modify or waive any provision of Section 7.18. For 2.20 without the avoidance of doubt, no prior written consent of the Lenders shall be required in connection with a Conforming Amendment other than Issuing Lender. Notwithstanding the preceding provisions of this Section 9.10, the Borrower and the Administrative Agent may amend or supplement the Financing Documents without the consent of any Lender to (i) cure any ambiguity, defect or inconsistency or (ii) to make any change that would provide any additional rights or benefits to the extent required pursuant to Article VIII Lenders or that does not adversely affect the interests or rights hereunder of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsLender.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for or reduce the payment scheduled maturity of any principal Loan or Note or extend any required amortization under Section 4.02(A)(b) or (c) or extend or reduce any revolving loan commitment reduction date under Section 3.03(d) or extend or reduce any required repayment date under Section 4.02(A)(a) or extend or reduce the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except (x) in connection with a result waiver of waiving the applicability of any post-default increase in interest ratesrates and (y) that any amendment or modification to the financial definitions (but not to the levels) in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees thereonfor purposes of this clause, notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or a mandatory repayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release all or substantially all any substantial portion of the Assets Collateral (in each case, except as expressly provided in the relevant Credit Documents), ; (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1113.12, 1.07 or any other provision providing for pro rata application of payments, prepayments or reductions in Commitments; (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11i) without the consent of the Swingline Bank, to amend, modify or waive any provision relating to Swingline Loans or the rights or obligations of the Swingline Bank; or (ii) without the consent of the Required A Term Facility Banks amend, modify or waive (I) Sections 4.01(a)(v), 4.01(a)(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage or B TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans and B Term Loans in a manner adverse to the A Term Loans or (II) the definition of Required A Term Facility Banks; or (iii) without the consent of each Bank with outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term Loan Repayment; or (iv) without the consent of the Required B Term Facility Banks amend, modify or waive (I) Sections 4.01(a)(v), 4.01(a)(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage or B TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans and B Term Loans in a manner adverse to the B Term Loans or (II) the definition of Required B Term Facility Banks; or (v) without the consent of each Bank with outstanding B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Repayment or (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of the Issuing Bank, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit; or (vii) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Administrative Agent, amend, modify or waive any provision of Section 12 or any other than provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes Administrative Agent; or (viii) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement or any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the BorrowerBorrower and the Majority Lenders; and unless, if such change, waiver, discharge or termination would have a Material Adverse Effect (as determined by the Borrower and the Administrative Agent), the Loan Agent and the Collateral TrusteeRating Agency Condition is met; provided provided, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured LoansLoans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all a substantial portion of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 9.6 or clause (a) of this Section 7.11subsection 9.12(a), (iv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Closing Date), (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.116.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 2.3(bsubsection 3.3.1(b) or (vii) amend, modify or waive any provision of Section 7.18. For 9.20; provided, further, that no such change, waiver, discharge or termination shall (x) increase the avoidance Commitments or (except as permitted hereunder) change the ratable share of doubtthe Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, no covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the Lenders shall be required applicable Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of such Swingline Lender in connection with a Conforming Amendment its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article VIII as the same applies to the Administrative Agent, or any other than provision as it relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required pursuant is not obtained, such CP Conduit shall be deemed to Article VIII be a non-consenting Lender for purposes of subsection 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Indenture. Each Lender hereby directs Lenders and authorizes shall be binding upon the Collateral Trustee Borrower, the Lenders, the Administrative Agent and all future holders of the Loans and the Loan Agent to enter into Lender Notes. In the case of any such Conforming Amendment. Neither waiver, the Collateral Trustee nor Borrower, the Loan Lenders and the Administrative Agent shall be obligated restored to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections their former positions and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.

Amendment or Waiver. (a) This Neither this Agreement nor any other Loan ------------------- Document nor any terms hereof or thereof may not be amended, changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained andsuch amendment, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective parties thereto and the Collateral TrusteeRequired Lenders; provided provided, that no such amendment, change, waiver waiver, discharge or -------- termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), Lender: (i) extend any time fixed for the payment final scheduled maturity of any principal of Loan or Note beyond the Secured Loansrelevant Maturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change the currency of payment thereof, ; (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 12.12; (iviii) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Lenders; or (viv) consent to the assignment or transfer by the Borrower or (except as permitted hereby) any of its Subsidiaries of any of their rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, -------- ------- discharge or termination shall: (except as permitted by Section 4.11)w) without the consent of the Agent, (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For 9 or any other provision relating to the avoidance rights or obligations of doubt, no the Agent; or (x) without the consent of the Required Lenders, alter the required application of any prepayments or repayments pursuant to Section 2.02. The Borrower and the Lenders shall hereby agree for the benefit of the holders of Senior Debt that no amendment of, supplement of, modification to or waiver under any provision of this Agreement or any Notes will be required in connection entered into or effected (x) with a Conforming Amendment respect to Section 11 or (y) with respect to any other than provisions, if the same would be adverse to the extent required pursuant to Article VIII holders of Senior Debt (or any of them), without the prior consent of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections required Banks under the Senior Credit DocumentsAgreement.

Amendment or Waiver. (a) This Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral TrusteeRequired Lenders; provided provided, however, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly other than a Defaulting Lender) affected thereby in the case of the following clause (i))thereby, (i) extend the Final Maturity Date, the A Term Loan Maturity Date or Expiry Date, as the case may be, (it being understood that any time fixed for waiver of the payment application of any principal prepayment of or the Secured Loansmethod of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Lender), (ii) release or permit the release of all or substantially all of the Assets Collateral or release any Guarantor from its Guaranty (in each case, case except as expressly provided in the Credit Loan Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11Section, (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Lenders or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by A) reduce the amount or extend the payment date for the mandatory prepayments of A Term Loans required under Section 4.114.02 without the consent of each Lender (other than a Defaulting Lender) which has an A Term Loan then outstanding; (B) reduce the amount or extend the payment date for the mandatory prepayments of B Term Loans required under Section 4.02 without the consent of each Lender (other than a Defaulting Lender) which has a B Term Loan then outstanding; (C) reduce the amount or extend the payment date for the mandatory prepayments of Bridge Loans required under Section 4.02 without the consent of each Lender (other than a Defaulting Lender) which has a Bridge Loan then outstanding; or (D) reduce the amount of, or extend the date for, any mandatory reduction in the Revolving Commitments required under Section 3.03(d), or reduce the amount or extend the payment date for the mandatory prepayments of Revolving Loans required under Section 4.02, without the consent of each Lender (viother than a Defaulting Lender) waive which has a Revolving Commitment at such time (or, if after the Total Revolving Commitment has been terminated, each Lender (other than a Defaulting Lender) which has any prepayment required pursuant to Section 2.3(b) or (vii) amendRevolving Loans then outstanding); and provided further, modify or waive that the Agent and the Borrower may amend this Agreement without the consent of any Lender solely for the purpose of designating any Person that becomes a Lender as a co-agent hereunder. No provision of Section 7.18. For 2 or 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to Letter of Credit Issuer or the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Company and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans directly other than a Defaulting Bank) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for Scheduled TL Repayment Date or reduce the payment amount of any principal Scheduled TL Repayment or extend the final scheduled maturity of any Loan (it being understood that any waiver of the Secured Loansapplication of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Revolving Loan Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Revolving Loan Commitment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (ii) release all or substantially all of the Assets Subsidiary Guarantors from the Subsidiary Guaranty (in each case, except as expressly provided in the Credit Documents), ) and (iii) amend, modify or waive any provision of this Section, or Section 7.6 1.10, 1.11, 3.04, 8.01, 10.07, 11.01, 11.02, 11.04, 11.06 or clause (a) of this Section 7.1111.07(b), (iv) reduce the percentage specified in in, or otherwise modify, the definition of Majorityof, Required Banks, or (v) consent to the assignment or transfer by the Borrower any Credit Party of any of their its rights and obligations under this Agreement (or any other Credit Document except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) in accordance with the terms hereof or (vii) amend, modify or waive any thereof. No provision of Section 7.18. For 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.

Amendment or Waiver. (a) This Agreement Neither this Agree- ment nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Company and the Collateral Trustee; provided Required Banks, PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations being directly affected thereby in the case of the following clause (i)), ): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Secured LoansFinal Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or change thereof (except to the currency of payment thereofextent repaid in cash), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1113.12, (iviii) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of the Revolving Loan Commitments are included on the Restatement Effective Date) or (viv) consent to the assignment or transfer by the Borrower Company of any of their its rights and obligations under this Agreement Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (except as permitted by Section 4.11I) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, any Default or Event of Default or of a mandatory Commitment reduction to the Total Commitment or of a mandatory prepayment shall not consti- tute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), without the consent of such Bank, (viII) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of each Issuing Bank affected thereby, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit, (III) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than Swingline Bank, amend, modify or waive any provision relating to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes Swingline Bank or with respect to the Collateral Trustee and Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Agent Commitments to enter into fund Mandatory Borrowings), or (IV) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; PROVIDED, HOWEVER, that in any case the Required Banks may waive, in whole or in part, any such Conforming Amendment. Neither prepayment, repayment or commitment reduction, so long as the Collateral Trustee nor the Loan Agent shall application, of any such prepayment, repayment or commitment reduction which is still required to be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsmade is not altered.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause clauses (i) and (vii)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note (it being understood that any waiver of any prepayment of, or the Secured Loansmethod of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce (or forgive) the principal amount thereof, or change increase the currency Commitment of payment thereofany Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial B Term Loans and the Revolving Commitments on the Initial Borrowing Date), (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement, (except as permitted by Section 4.11)v) release all or substantially all of the Collateral, (vi) waive any prepayment required pursuant to Section 2.3(b) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein), or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans under a given Facility be applied or distributed on a pro rata basis to the holders of such Loans; provided, further, that no such change, waiver, discharge or termination shall, (t) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and RF Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities, pursuant to Sections 3.02(A)(b) through (g) and Section 2.03(c) or (e), as applicable (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (u) without the consent of the Majority Lenders of the respective Facility affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) without the written consent of the Required RF Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or 4.03 with respect to the making of RF Loans, Swingline Loans or the issuance of Letters of Credit, (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 1A or alter its rights or obligations with respect to Letters of Credit, (x) without the avoidance of doubt, no consent of the Lenders shall be required in connection Swingline Lender, alter its rights or obligations with a Conforming Amendment respect to Swingline Loans, (y) without the consent of the respective Agent, amend, modify 124 or waive any provision of Section 11 as same applies to such Agent or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of such Agent and (z) without the consent of the Indenture. Each Lender hereby directs and authorizes Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This No provision of this Agreement or any other Finance Document may not be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with except by a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing written instrument signed by the BorrowerRequired Lenders (taking into account the provisions in Section 2.21 hereof) and each Finance Party party thereto, and, to the extent its rights or obligations may be affected thereby, the Loan Agent and or Agents party thereto. Notwithstanding the Collateral Trustee; provided that foregoing provisions, no such changewaiver and no such amendment, waiver supplement or termination shallmodification shall (i) increase or extend the Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Construction Loan Commitments of all Lenders or the Term Loan Commitments of all Lenders, shall not constitute an increase or extension of any Commitment of any Lender), without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))Lender, (iii) extend postpone or delay any time date fixed by this Agreement or any other Finance Document for the any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Finance Document, without the prior written consent of such Lender, (iii) reduce the principal of the Secured Loansof, or reduce the rate or extend the time of payment of interest (other than as a result the application of waiving Default Interest, which may be waived by the applicability Required Lenders) specified in any Finance Document on, any Loan of any post-default increase in interest rates) or fees thereonLender, or reduce without the principal amount thereof, or change the currency prior written consent of payment thereofsuch Lender, (iiiv) release all or substantially all of the Assets (in each case, Collateral except as expressly shall be otherwise provided in any Security Document or other Finance Document or consent to the Credit Documents)assignment or transfer by either Borrower of any of its respective obligations under this Agreement or any other Finance Document, without the prior written consent of each Lender, (iiiv) amend, modify or waive any condition precedent contained in Section 3 hereof, without the prior written consent of each Lender, (vi) amend, modify or 123 waive any provision of Section 7.6 or clause (a) of this Section 7.1111.10 or Section 11.1 or 11.2 hereof, without the prior written consent of each Lender, or (ivvii) reduce the percentage specified in or otherwise amend the definition of Majority, (v) Required Lenders without the prior written consent to the assignment or transfer by the Borrower of any each Lender; provided that no provision of their rights and obligations under this Agreement (except as permitted by Section 4.11)or any other Finance Document may be amended, (vi) waive any prepayment required pursuant to Section 2.3(b) supplemented, modified or (vii) amend, modify or waive any provision of Section 7.18. For waived without the avoidance of doubt, no prior written consent of each Secured Swap Counterparty or, in the case of a Required Hedging Agreement provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital, if such amendment, supplement, modification or waiver would alter the ratable treatment of the Obligations owing to any Secured Swap Counterparty arising under Required Hedging Agreements resulting in such Obligations being junior in right of payment to principal on the Loans or would result in such Obligations becoming unsecured (other than releases of Liens affecting all Lenders and otherwise permitted in accordance with the terms hereof) in each case in a a manner adverse to any Secured Swap Counterparty; provided, further, that any reference to “Finance Documents” in this Section 11.10(a) shall be required in connection with a Conforming Amendment other than deemed to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into exclude any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsRequired Hedging Agreement.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly Bank affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity of any principal Unpaid Drawing, Loan or Note (it being understood that any waiver of an installment on, the application of any prepayment or the method of application of any prepayment to the amortization of the Secured LoansLoans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereonFees, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11Section, (iviii) reduce the percentage specified in the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as an extension of Loans, Letters of Credit and Commitments are included on the Restatement Effective Date), or (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement any Credit Document (except as permitted by Section 4.11expressly provided herein or therein); provided further that no such change, waiver, discharge or termination shall (w) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (vix) waive any prepayment required pursuant to Section 2.3(b) or (vii) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 2 or alter its rights or obligations with respect to Letters of Credit or (y) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Administrative Agent or the Syndication Agents, respectively, amend, modify or waive any provision of Section 11 as same applies to such Administrative Agent, or Syndication Agents, as the case may be, or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan such Administrative Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatSyndication Agents, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentscase may be.

Amendment or Waiver. (a) This Neither this Agreement nor any other Transaction Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination (i) is not material, (ii) relates to the Price and Fees Agreement or (iii) is in writing signed by the Borrower, the Loan Agent LTV Steel and the Collateral Trustee; Required Financing Parties, provided that no such change, waiver waiver, discharge or termination shallshall (1) without the consent of the relevant Financing Party in its capacity as an Issuing Lender, extend the expiration date of any Letter of Credit beyond the Expiration Date applicable to the Commitment of such Financing Party or (B) without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i))Financing Parties affected thereby, (i1) extend any time fixed for the payment of any principal of the Secured Loansstated Expiration Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as a result the waiver of waiving the applicability of any post-default increase in rates of interest rates) or fees thereonFees), or reduce the principal amount thereof, or change increase the currency Commitment of payment thereofany Financing Party over the amount thereof then in effect (it being understood that a waiver of any Note Purchase Agreement Default or Note Purchase Agreement Event of Default, or mandatory prepayment, shall not constitute an increase in any Commitment of any Financing Party), (ii2) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Transaction Documents), (iii3) amend, modify or waive any provision of Section 7.6 or clause (a) provisions of this Section 7.11Section, (iv4) reduce the percentage specified in the definition of Majority, Required Financing Parties or (v5) consent to the assignment or transfer by the Borrower LTV Steel of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Transaction Documents. No provision of Section 7.18. For Article 3, 10 or 11 may be amended without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee each Issuing Lender, and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgents.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms of this Agreement or of such other Credit Document may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party to such Credit Document and the Required Banks, or by such Credit Party and the Administrative and Collateral TrusteeAgent acting with the consent of the Required Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in the case of the following clause (i)), Bank: (i) extend any time fixed for the payment Final Maturity Date, extend the stated maturity of any principal Letter of Credit beyond the Secured LoansFinal Maturity Date, extend the date of payment for any reimbursement following any draw upon any Letter of Credit or reduce the rate or extend the time of payment of interest or Fees, payments, or Letter of Credit reimbursement thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Revolving Loan Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank); (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 13.13; (iviii) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Required Banks; or (viv) consent to the assignment assignment, release or transfer by the any Borrower or Guarantor of any of their rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.its

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Lenders, provided that no such change, waiver waiver, discharge or termination shall, 121 without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause clauses (i) and (vii)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note (it being understood that any waiver of any prepayment of, or the Secured Loansmethod of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce the principal amount thereof, or change increase the currency Commitment of payment thereofany Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial B Term Loans and the Revolving Commitments on the Initial Borrowing Date), (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement Agreement, (except as permitted by Section 4.11)v) release all or substantially all of the Collateral, (vi) waive any prepayment required pursuant to Section 2.3(brelease all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans under a given Facility be applied or distributed on a pro rata basis to the holders of such Loans; provided, further, that no such change, waiver, discharge or termination shall, (t) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and RF Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities, pursuant to Sections 3.02(A)(b) through (g) and Section 2.03(c) or (e), as applicable (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (u) without the consent of the Majority Lenders of the respective Facility affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) without the written consent of the Required RF Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or 4.03 with respect to the making of RF Loans, Swingline Loans or the issuance of Letters of Credit, (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 1A or alter its rights or obligations with respect to Letters of Credit, (x) without the avoidance of doubt, no consent of the Lenders shall be required in connection Swingline Lender, alter its rights or obligations with a Conforming Amendment respect to Swingline Loans, (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 11 as same applies to such Agent or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of such Agent and (z) without the consent of the Indenture. Each Lender hereby directs and authorizes Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement or any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the BorrowerBorrower and, without duplication in the Loan Agent case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the Collateral Trusteeaggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders and unless the Rating Agency Condition is met; provided provided, that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured LoansLoans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all a substantial portion of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 9.6 or clause (a) of this Section 7.119.12(a), (iv) reduce the percentage specified in the definition of MajorityRequired Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Closing Date), (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.116.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 2.3(b3.3.1(b) or (vii) amend, modify or waive any provision of Section 7.18. For 9.20; provided, further, that no such change, waiver, discharge or termination shall (x) increase the avoidance Commitments or (except as permitted hereunder) change the ratable share of doubtthe Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, no covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the Lenders shall be required Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of the Swingline Lender in connection with a Conforming Amendment its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article VIII as same applies to the Administrative Agent, or any other than provision as same relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit’s commercial paper notes by each of Fitch, Xxxxx’x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required pursuant is not obtained, such CP Conduit shall be deemed to Article VIII be a non-consenting Lender for purposes of Section 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Indenture. Each Lender hereby directs Lenders and authorizes shall be binding upon the Collateral Trustee Borrower, the Lenders, the Administrative Agent and all future holders of the Loans and the Loan Agent to enter into Lender Notes. In the case of any such Conforming Amendment. Neither waiver, the Collateral Trustee nor Borrower, the Loan Lenders and the Administrative Agent shall be obligated restored to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections their former position and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.

Amendment or Waiver. (a) This Agreement and any terms hereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Administrative Agent, the Borrower and Lenders having more than 50% of the Commitment Percentage (the "Required Lenders"). Any such waiver and any such amendment, supplement or modification shall be binding upon the Borrower, the Loan Lender, the Administrative Agent and all future holders of the Collateral Trustee; provided that no such change, waiver or termination shall, without Loans and the consent of each Lender (provided that such Lender holds Secured Loans directly affected thereby in Note. In the case of any waiver, the following clause Borrower, the Lender and the Administrative Agent shall be restored to their former position and rights hereunder, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. (i)b) Notwithstanding the provisions of Section 9.10(a), the written consent of Lenders having 100% of the Commitment Percentage shall be required for any amendment, modification or waiver that will (i) extend any time fixed for the payment of any principal of the Secured Loans, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or substantially all a substantial portion of the Assets Collateral (in each case, case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.119.10(a), (iv) reduce the percentage specified in the definition of MajorityRequired Lenders, (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b6.2.7) or (viivi) amend, modify or waive any provision of Section 7.18. For 9.16; provided, further, that no such change, waiver, discharge or termination shall increase the avoidance of doubt, no Commitment without the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII having 100% of the IndentureCommitment Percentage (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of the Lender). Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsSection 9.11.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties thereto and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly Bank affected thereby in the case of the following clause (i)other than a Defaulting Bank), (i) extend any time fixed for Scheduled Repayment or the payment scheduled final maturity of any principal Loan or Note (it being understood that any waiver of the Secured Loansapplication of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, Fees or reduce the principal amount thereof, (ii) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or mandatory repayment or prepayment shall not constitute a change in the currency terms of payment thereofany Commitment of any Bank), (iiiii) release all or substantially all any material portion of the Assets Collateral (in each case, except as expressly provided in the Credit Documents), (iiiiv) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12, (ivv) reduce the any percentage specified in in, or otherwise modify, the definition of Majority, Required Banks or (vvi) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Agreement. No provision of Section 7.18. For 10 or any other provision relating to the avoidance rights and/or obligations of doubt, no the Administrative Agent may be amended without the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties party thereto and the Collateral TrusteeRequired Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender Bank (provided that such Lender holds Secured Loans with Obligations of the respective types being directly affected thereby in the case of the following clause (i)), thereby): (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Secured LoansRevolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase the currency Commitments of payment thereofany Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); or (ii) release all or a substantial portion of the Collateral (except for the release of Collateral (other than the release of all or substantially all of the Assets (Collateral) in each case, except as expressly provided in connection with asset dispositions approved by the Credit DocumentsRequired Banks), ; or (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 12.12; or (iv) reduce the percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans, Term Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) modify the date of any Scheduled Repayment or of any Scheduled Revolving Loan Commitment Reduction Date or the amount of any Scheduled Repayment or Scheduled Revolving Loan Commitment Reduction; or (vi) consent to the assignment or transfer by Holdings or the Borrower of any of their its rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (except as permitted by Section 4.11)u) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, (vicovenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) waive any prepayment required pursuant to Section 2.3(b) without the consent of such Bank; or (viiv) without the consent of any Issuing Bank effected thereby, amend, modify or waive any provision of Section 7.18. For the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment 1A or supplement that, as determined by it, adversely affects alter its duties, obligations, liabilities or protections under the Credit Documents.rights or

Amendment or Waiver. (a) This Neither this Credit Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent respective Credit Parties thereto and the Collateral Trustee; provided Required Lenders, PROVIDED that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly other than a Defaulting Lender) affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment final scheduled maturity of any principal Revolving Loan or Revolving Note (it being understood that any waiver of the Secured application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase increases in interest rates) or fees extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, or change increase the currency Commitment of payment thereofany Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase in the available portion of any Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (ii) release all or substantially all of the Assets Collateral (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.10, (iv) reduce the percentage specified in the definition of Majority, Required Lenders or change the percentage of holders of Commitments or the aggregate unpaid principal amount of the Revolving Loans which shall be required for the Lenders for any of them to take action under this Credit Agreement or (v) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any Credit Document. No provision of Section 7.18. For Article 3 or 10 may be amended without the avoidance of doubt, no consent of each Issuing Bank or the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement thatAgent, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documentsrespectively.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrowers and the Collateral TrusteeMajority Banks; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans Bank being directly affected thereby in the case of the following clause (i)), thereby: (i) extend any time fixed for the payment final scheduled maturity of any principal of the Secured LoansLoan or any Note, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as except in connection with a result waiver of waiving the applicability of any post-default increase in interest rates) or fees thereon), or reduce the principal amount thereof, or change increase (over the currency amount thereof then in effect) or extend the availability of payment thereof(whether by amendment of the definition of Availability Expiry Date or otherwise) the Commitments of any Bank (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default shall not constitute an increase or extension of the availability of the Commitment of any Bank); (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.11, 13.9; (iviii) reduce the percentage specified in in, or otherwise modify, the definition of Majority, Majority Banks; (viv) consent to the assignment or transfer by the Borrower or release of any Obligor of any of their its rights and obligations under this Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) Credit Document; or (viiv) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of Section 7.18. For their respective obligations hereunder; or (vi) release all or any portion of the avoidance of doubtCollateral (as such term is defined in the Security Agreement); provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Lenders shall be required in connection with a Conforming Amendment Agents, amend, modify or waive any provision of Article XII or any other than provision relating to the extent required pursuant to Article VIII rights or obligations of the IndentureAgents, or (y) without the consent of the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights of the Joint Lead Arrangers. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents.Section 13.10

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrowers and the Collateral TrusteeRequired Lenders; provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause clauses (i) and (vii)), (i) extend any time fixed for the payment final scheduled maturity of any principal Loan or Note (it being understood that any waiver of any prepayment of, or the Secured Loansmethod of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereonFees, or reduce (or forgive) the principal amount thereof, or change increase the currency Revolving Commitment of payment thereofany Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Commitment of any Lender, and that an increase in the available portion of any Revolving Commitment of any Lender shall not constitute an increase in the Revolving Commitment of such Lender), (ii) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.11, (iviii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, either the definition of MajorityRequired Lenders, (viv) consent to the assignment or transfer by the any Borrower of any of their its rights and obligations under this Agreement Agreement, (except as permitted by Section 4.11)v) release all or substantially all of the Collateral, (vi) waive any prepayment required pursuant to Section 2.3(brelease all or substantially all of the Guarantors from the Subsidiary Guaranty (except as provided therein) or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans be applied or distributed on a pro rata basis to the holders of such Loans; provided, further that (x) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 7.18. For 1 A or alter its rights or obligations with respect to Letters of Credit, (y) without the avoidance of doubt, no consent of the Lenders shall be required in connection with a Conforming Amendment Administrative Agent, amend, modify or waive any provision of Section 11 as Agent or any other than provision as same relates to the extent required pursuant to Article VIII rights or obligations of the Indenture. Each Lender hereby directs Administrative Agent and authorizes (z) without the consent of the Collateral Trustee and Agent, amend, modify or waive any provision relating to the Loan Agent to enter into any such Conforming Amendment. Neither rights or obligations of the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAgent.

Amendment or Waiver. (a) This Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Borrower, the Loan Agent Borrower and the Collateral Trustee; Required Banks, provided that no such change, waiver waiver, discharge or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly Bank affected thereby in the case of the following clause (i))thereby, (i) extend any time fixed for the payment scheduled final maturity of any principal Loan or Note, extend the required payment date any Unpaid Drawing or extend the stated expiration date of any Letter of Credit beyond the Secured Loans, Maturity Date or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees thereon, Fees or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all increase the Commitment of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or substantially all Event of the Assets (in each case, except as expressly provided Default or of a mandatory reduction in the Credit DocumentsTotal Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 7.1111.12, (iv) reduce the any percentage specified in in, or otherwise modify, the definition of MajorityRequired Banks, (v) change Section 11.06 in a manner that would alter the pro rata sharing of payments required thereby or (vi) consent to the assignment or transfer by the Borrower of any of their its rights and obligations under this Agreement, and provided that the Total Commitment under this Agreement (except may be increased in accordance with the provisions of Section 1.13 without the consent of any Bank save as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provided in that Section. No provision of Section 7.181A or any other provision relating to the rights and/or obligations of any Issuing Bank may be amended without the consent of each affected Issuing Bank. For No provision of Section 10 or any other provision relating to the avoidance rights and/or obligations of doubt, no the Administrative Agent may be amended without the consent of the Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit DocumentsAdministrative Agent.