Common use of Waivers; Amendment Clause in Contracts

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, the Collateral Agent any Lender or any Lender Issuer in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent Lenders and the Lenders Issuers hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default regardless of whether an Agent, any Lender or any Issuer may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor Subject to Sections 9.08(c), 9.08(d), 9.08(f), 9.08(g) and 9.08(h), no amendment, modification, termination or waiver of any provision hereof may of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be waivedeffective without the written concurrence of the Requisite Lenders (or the Administrative Agent with the written consent of the Requisite Lenders). (c) After the initial Borrowings, amended no amendment, waiver or modified except pursuant to an agreement consent shall amend, modify supplement or agreements waive the conditions precedent set forth in writing entered into by Section 4.02 without the Borrower and written consent of the Required Lenders; provided, however, Revolving Lenders (it being understood that no such agreement other amendment, waiver, consent or other modification of any term or provision of this Agreement, including any waiver of a covenant or a Default or Event of Default, shall be deemed to be an amendment, waiver, consent or other modification of Section 4.02 for purposes of this clause (c)). (d) Without the written consent of each Lender that would be directly adversely affected thereby, no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would: (i) decrease the principal amount of, or extend the scheduled final maturity of any Loan or any scheduled principal payment Note or the expiration date or any date for the payment of any interest on Commitment or increase the Commitment of any Loan, Lender; (ii) reduce or waive or excuse any such payment or any part thereof, or decrease forgive the rate of interest on any Loan, without Loan or L/C Borrowing (other than any waiver of the prior written consent application of each Lender directly adversely affected thereby, the Default Rate of interest); (iiiii) increase or extend the Commitment or decrease or extend the date time for payment of any Fees such interest; (iv) reduce or forgive the principal amount of any Lender without the prior written consent of such LenderLoan or L/C Borrowing or waive, reduce or postpone any scheduled repayment pursuant to Section 2.06(c); (iiiv) amend amend, modify, terminate or modify the pro rata requirements waive any provision of Section 2.17, 9.08 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement contemplated by Section 2.21 or consented to by the provisions Requisite Lenders which afford the protections to such additional extensions of Section 9.04(jcredit of the type provided to the Loans on the Effective Date); (vi) or the provisions of this Section or release any Guarantor (other than, except as expressly provided in the case Loan Documents, release all or substantially all of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) Collateral or all or substantially all of the CollateralSubsidiary Guarantors from the Guarantee Agreement or the Non-U.S. Guarantee Agreements, as applicable; (vii) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document; (viii) amend the indemnification obligations of the Lenders set forth in Section 9.05(c) or amend Sections 2.18 or 7.04 (only to the extent relating to pro rata treatment of Lenders); or (ix) increase the maximum duration of Interest Periods hereunder without the prior consent of all Lenders. (e) No amendment, modification, termination, waiver or consent with respect to any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall: (i) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of, or fees payable to, any Agent, in each case without the consent of such Agent; (ii) amend, modify, terminate or waive any provision of any Loan Document specifying the percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination to grant any consent thereunder without the written consent of each Lender, ; (iii) amend modify or waive any provision of this Agreement relating to the rights or obligations of any Issuer without the consent of such Issuer; or (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect waive any provision of this Agreement relating to the rights or duties obligations of the Swing Line Lender without the consent of the Swing Line Lender. (f) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement, the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to either (i) replace such Non-Consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender’s consent is required with respect to less than all Loans (or related Commitments), to replace only the Commitments and/or Loans of the respective Non-Consenting Lender that gave rise to the need to obtain such Lender’s individual consent) with one or more assignees pursuant to, and with the effect of an assignment under, Section 2.18 so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment) and/or repay each of the outstanding Loans of such Lender that gave rise to the need to obtain such Lender’s consent; provided that, unless the Commitments that are terminated and Loans that are repaid pursuant to the preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (ii), the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto. (g) Without the consent of any other Person, the Loan Parties and the Administrative Agent or the and/or Collateral Agent hereunder may (in their respective sole discretion, or under shall, to the extent required by any other Credit Document without Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the prior written granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. Notwithstanding anything to the contrary contained in this Section 9.08, the Guarantee Agreement, the Non-U.S. Guarantee Agreements, the Security Documents and any related documents executed by Non-U.S. Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may, together with this Agreement, be amended and waived with the consent of the Administrative Agent or and the Collateral AgentAgent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Requirements of Law or advice of local counsel, as (ii) to cure ambiguities or defects or (iii) to cause such Guarantee Agreement, Non-U.S. Guarantee Agreement, Security Document or other document to be consistent with this Agreement and the case may beother Loan Documents. (ch) Notwithstanding the foregoing, this Agreement and each Loan Document may be amended (or amended and restated) with the written consent of the Requisite Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Obligations and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders. (i) Further, notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or nature, in each case that is immaterial nature (as determined by the Administrative Agent), in any provision of the Credit Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Loan Document if the same is not objected to in writing by the Required Requisite Lenders within five Business Days after following receipt of notice thereof.

Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the First Lien Collateral Agent or any Lender other Secured Party in exercising any right or power or right hereunder or under any other Credit First Lien Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the First Lien Collateral Agent and the Lenders other Secured Parties hereunder and under the other Credit First Lien Loan Documents are cumulative and are not exclusive of any rights or remedies that they the First Lien Collateral Agent and the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the First Lien Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower First Lien Collateral Agent and the Required LendersGuarantor or Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the First Lien Credit Agreement; provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanFirst Lien Collateral Agent may, without the prior written consent of each Lender directly adversely affected therebyany Secured Party, (ii) increase or extend the Commitment or decrease or extend the date for payment of consent to a departure by any Fees of Guarantor from any Lender without the prior written consent covenant of such Lender, (iii) amend or modify Guarantor set forth herein to the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection extent such departure is consistent with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all authority of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained First Lien Collateral Agent set forth in the definition of the term “Required LendersCollateral and Guarantee Requirement” without in the prior written consent of each Lender; provided further that no such agreement shall amend, modify First Lien Credit Agreement or otherwise affect the rights or duties in Section 9.02(b) of the Administrative Agent or the Collateral Agent hereunder or under any other First Lien Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may beAgreement. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.14 or 10.4(i), the provisions of this Section 10.8 or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateral, term "Required Lenders" without the prior written consent of each Lender, (iviii) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” release any Specified Guarantor without the prior written consent of each Lender; provided further that no Lenders having Loans at such agreement shall time representing at least 80% of the sum of all Loans outstanding at such time or (iv) amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime. (b) Neither Except as provided in paragraphs (c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided that no such agreement shall shall: (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount ofof any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby; (iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment date of any Reimbursement Obligation, or any date for the payment of any interest on any Loanor fees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any LoanCommitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly adversely affected thereby; (iv) change Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such each Lender; (v) change the percentage set forth in the definition of "Required Lenders" or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the pro rata requirements written consent of Section 2.17each Lender (or each Lender of such Class, as the provisions of Section 9.04(jcase may be); (vi) or the provisions of this Section or release any Subsidiary Guarantor from its Guarantee (other thanexcept as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the case written consent of each Lender; (vii) release all or a Subsidiary Guarantor, substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the sale of such Subsidiary Guarantor other Obligations and except in connection with a transaction permitted by Section 6.02) 6.05 or all or substantially all of the CollateralSection 6.06), in each case without the prior written consent of each Lender, ; (ivviii) modify the protections afforded to an SPV pursuant to the change any provisions of Section 9.04(i) any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of such SPV or Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; or (vix) without the consent of the Required Lenders and Term Loan Lenders holding more than 50% of the principal amount of the outstanding Term Loans, reduce the percentage contained amount of, or extend the date of, any scheduled payment on the Term Loans required to be made under Section 2.09, change the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(e) or change the application of prepayments of Term Loans set forth in Section 2.10(e) to the definition of the term “Required Lenders” without the prior written consent of each Lenderremaining scheduled amortization payments to be made thereon under Section 2.09; provided further provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Collateral Agent hereunder or under any other Credit Document Swingline Lender without the prior written consent of the Administrative Agent Agent, the Issuing Bank or the Collateral AgentSwingline Lender, as the case may bebe and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Tranche A Lenders and Tranche B Lenders), or the Tranche A Lenders (but not the Revolving Lenders and Tranche B Lenders) or the Tranche B Lenders (but not the Revolving Lenders and Tranche A Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.02 if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (c) If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b) (other than clause (iii) of such Section), the consent of the Supermajority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such nonconsenting Lender or Lenders (so long as all nonconsenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to clause (iii) of Section 10.02(b). (d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche B Loans ("Refinanced Term Loans") with a replacement "B" term loan tranche hereunder which shall constitute Tranche B Loans hereunder ("Replacement Term Loans"); provided that (a) the aggregate principal amount of Replacement Term Loans shall not exceed the aggregate principal amount of Refinanced Term Loans, (b) the Applicable Margin for Replacement Term Loans shall not be higher than the Applicable Margin for Refinanced Term Loans, (c) the weighted average life to maturity of Replacement Term Loans shall not be shorter than the weighted average life to maturity of Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans than, those applicable to Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. (e) Notwithstanding anything in Section 10.02(b) to the contrary contained so long as no Event of Default would exist after giving effect thereto, this Agreement and the other Loan Documents may be amended at any time and from time to time to increase the aggregate Revolving Commitments or to establish one or more Classes of Term Loans and/or Revolving Commitments by an agreement in writing entered into by Borrower, the Administrative Agent, the Collateral Agent and each person (including any Lender) that shall agree to provide such Commitment or make a Term Loan of any Class so established (and each such person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Commitment and/or Term Loans set forth in such agreement); provided that the aggregate outstanding principal amount of the Term Loans and the new Commitments of all Classes shall at no time, without the consent of the Required Lenders, exceed $100.0 million. Any such agreement shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of each Class of Term Loans or Commitments established thereby (including the amount and final maturity thereof (which shall not be earlier than the Revolving Maturity Date), any provisions relating to the amortization or mandatory prepayment thereof, the interest to accrue and be payable thereon and any fees to be payable in respect thereof) and to effect such other changes (including changes to the provisions of this Section 9.0810.02, if Section 2.14 and the definition of "Required Lenders") as Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Class; provided that no such agreement shall (i) effect any change described in Section 10.02(b)(i) through (ix) without the consent of each person required to consent to such change under such clause (it being agreed, however, that any increase in the Revolving Commitment or establishment of any Class of Term Loans will not, of itself, be deemed to effect any of the changes described in Section 10.02(b)(vi) - (viii)), (ii) amend Article V, VI or VIII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and the Commitments of each Class not so benefited (it being agreed that no provision requiring Borrower to prepay Term Loans of one or more Classes pursuant to Sections 2.10(c) through (e) shall have jointly identified an obvious error be deemed to violate this clause) or (iii) change any other provision of this Agreement or any error other Loan Document that creates rights in favor of Lenders holding Loans or omission Commitments of a technical any existing Class, other than as necessary or immaterial nature advisable in any provision the judgment of the Credit Documents, then the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding Term Loans of such new Class or such new Commitments. The Loans, Commitments and Borrowings of any Class established pursuant to this paragraph shall constitute Loans, Commitments and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the Borrower other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be permitted to amend such provision and such amendment shall become effective without any further action perfected under the UCC or consent otherwise after the establishment of any other party to such Class of Term Loans or any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofsuch new Commitments.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Banks hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Agent, the Borrower and the Required LendersBanks; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment of or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely Bank affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Facility Fees of any Lender Bank without the prior written consent of such LenderBank, or (iii) amend or modify the pro rata requirements provisions of Section 2.172.18, the provisions of Section 9.04(j) this Section, or the provisions definition of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral“Required Banks”, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderBank; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent; provided further that no such agreement shall amend, modify or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in waive any provision of Article III without the Credit Documentswritten consent of each Issuing Bank; provided further that no such agreement shall amend, then modify or waive any provision of Section 2.23 without the Administrative written consent of the Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofeach Issuing Bank.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender or any Loan Party in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent Lenders and the Lenders Loan Parties hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default regardless of whether an Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the terms of the Intercreditor Agreement and to Sections 9.08(c) and (d), no amendment, modification, termination or waiver of any provision of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders and Borrower. (c) Subject to the terms of the Intercreditor Agreement, without the written consent of Borrower and each Lender that would be directly affected thereby (whose consent shall be sufficient therefor without the consent of the Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would: (i) extend the scheduled final maturity of any Loan or Note; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment); (iii) [Reserved]; (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.08(c)) or any fee payable hereunder or any Applicable Prepayment Penalty payable hereunder, it being understood that any amendment or modification to the financial definitions in this Agreement nor shall not constitute a reduction in the rate of interest for purposes of this clause (iv); (v) extend the time for payment of any such interest or fees or Applicable Prepayment Penalty; (vi) reduce or forgive the principal amount of any Loan; (vii) amend, modify, terminate or waive any provision hereof of Section 2.13(a), Section 2.13(c), Section 2.19, Section 7.05, Section 9.08(b), this Section 9.08(c), Section 9.08(d) or Section 9.08(e); (viii) amend the definition of “Requisite Lenders”; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guarantee Agreement except as expressly provided in the Loan Documents or subordinate the Liens under any Security Document, it being understood that additional extensions of credit under this Agreement consented to by the Requisite Lenders may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into equally and ratably secured by the Borrower Collateral with the then existing secured obligations under the Security Documents; or (x) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document. (d) No amendment, modification, termination, waiver or consent with respect to any provision of the Required LendersLoan Documents, or consent to any departure by any Loan Party therefrom, shall: (i) increase any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender and of Borrower; provided no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender; (ii) [Reserved]; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent and of Borrower; or (vii) amend, modify, terminate or waive any provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination to grant any consent thereunder without the written consent of each Lender (or each Lender and of Borrower). (e) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement (other than as contemplated by Sections 9.08(d)(i), (ii), (v) and (vi)), the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (such Lender, a “Non-Consenting Lender”), then Borrower, at its sole cost and expense, shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described below, to transfer or assign, without recourse, all of the rights, obligations and interests of each such Non-Consenting Lender or Lenders with respect to either this Agreement or the Loans or Commitments that are subject to the related change, waiver, discharge or termination to one or more assignees (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, which approval shall not be unreasonably withheld, so long as at the time of such transfer or assignment, each such assignee consents to the proposed change, waiver, discharge or termination; provided, however, that no Non-Consenting Lender shall be obligated to make any such agreement assignment unless, (x) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (iy) decrease such assignee or Borrower shall pay to the affected Non-Consenting Lender in immediately available funds on the date of such assignment the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any and interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend accrued to the date of payment on the Loans made by such Non-Consenting Lender all fees owed to such Non-Consenting Lender hereunder and all other amounts accrued for payment of any Fees of any such Non-Consenting Lender’s account or owed to it hereunder (including, the Applicable Prepayment Penalty that would be payable if such Non- Consenting Lender’s Loans had been repaid at such time). Each Lender without the prior written consent of such agrees that, if it becomes a Non-Consenting Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded it shall execute and deliver to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent or the Collateral Agent, as the case may be. any Note (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent corresponding assignment) invalid and the Borrower such assignment shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if recorded in the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofRegister.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest or fees on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment Facility Fee of any Fees of Lender or other amounts due to any Lender without the prior written consent of such Lender, (iii) limit or release the guarantee set forth in Article VII, or (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.16 or Section 9.04(h), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Lender shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by Holdings, the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.11(b), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required LendersLenders and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent; provided, however, that the Official Committee of Unsecured Creditors shall be provided with the proposed waiver, amendment or modification and if the Official Committee of Unsecured Creditors has objections thereto, the Official Committee of Unsecured Creditors may seek to have such objection addressed on an expedited basis by the Court with notice to the Loan Parties and the Administrative Agent, and such proposed modifications to this Agreement or other Loan Document shall not become effective until the Court rules on the Official Committee of Unsecured Creditors’ objection; provided, further, that no such agreement shall shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan, without the prior written consent of each Lender directly and adversely affected thereby; provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i), and (y) that waiver or reduction of a post-default increase in interest shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender), (ii) increase or the Commitment of any Lender, (iii) extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such LenderLender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of maturity); provided, that consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (iii), (iv) except to the extent necessary to give effect to the express intentions of this Agreement (including Section 9.04), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify any provision of Section 2.15 of this Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender, (v) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j7.02, Sections 9.08(a), (b) or (c) or reduce the provisions of this Section or release any Guarantor (other than, voting percentage set forth in the case definition of a Subsidiary Guarantor“Required Lenders”, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any additional extensions of credit pursuant to this Agreement may be included in connection with the sale determination of such Subsidiary Guarantor in the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), (vi) (x) release all or substantially all the Collateral (it being understood that a transaction permitted by under Section 6.02) or 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Security Documents, or (y) subordinate the Liens of the Administrative Agent under the Security Documents with respect to all or substantially all of the Collateral or subordinate the Obligations hereunder, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender. Notwithstanding anything to the Collateral Agentcontrary herein, as no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the case Commitments of such Lender may benot be increased or extended without the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender. (c) Without the consent of the Administrative Agent or Lender and approval of the Court, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with Applicable Law. (d) Notwithstanding anything to the contrary contained in this Section 9.089.08 or any Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Sections 2.18 or 9.04(f), (ii) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature nature, in each case, in any provision of the Credit Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective (iii) guarantees, collateral security documents and related documents executed by Holdings or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without any further action or the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other party document to any Credit Document if be consistent with this Agreement and the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofother Loan Documents.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.15 or Section 8.04(h), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateral, "Required Lenders," without the prior written consent of each Lender, or (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV release all or (v) reduce the percentage contained in the definition substantially all of the term “Required Lenders” Collateral without the prior written consent of each Lender, provided that so long as no Default or Event of Default has occurred and is continuing, no consent of any Lender or the Agent shall be required for the release of any Collateral with the sale or other disposition of the assets described on Schedule 2.10 hereto and (z) in any fiscal year of the Borrower, Collateral having a fair market value not in excess of $25,000,000 shall be released upon sale or other disposition with only the consent of the Agent; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Lender shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay The rights, remedies, powers, privileges, and discretions of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent(herein, the “Collateral Agent or any Lender Agent’s Rights and Remedies”) shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are be cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No delay or omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or Default under any other agreement shall operate as a waiver of any provision Event of Default or Default arising from any Grantor’s failure to perform or observe any covenant or agreement contained in this Agreement on its part to be performed or observed hereunder. No single or partial exercise of any of the Collateral Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, at any time, shall preclude the other or further exercise of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent of any of the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party Grantor therefrom shall in any event be effective unless the same shall be permitted by effected as described in paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower any Grantor in any case shall entitle the Borrower such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may beparties hereto. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay The rights, remedies, powers, privileges, and discretions of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Agents hereunder and under applicable Law (herein, the other Credit Documents are “Agents’ Rights and Remedies”) shall be cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No delay or omission by the Agents in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agents of any Event of Default or default under any other agreement shall operate as a waiver of any provision other Event of Default or default hereunder or under any other agreement. No single or partial exercise of any of the Agents’ Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Agents and any Person, at any time, shall preclude the other or further exercise of the Agents’ Rights and Remedies. No waiver by the Agents of any of the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights and Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Guaranteed Obligations. No waiver of any provisions of this Agreement Guaranty or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower any Guarantor in any case shall entitle the Borrower such Guarantor or any other Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Borrower Agents and the Required Lenders; providedGuarantor or Guarantors with respect to whom such waiver, howeveramendment or modification is to apply, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or subject to any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 10.01 of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the a Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the a Borrower in any case shall entitle the such Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each of the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount ofof any Loan, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment of any Lender or decrease or extend postpone the date for the payment of any thereof, or decrease the Facility Fees, Utilization Fees or Term Out Fees of any Lender or postpone the date for the payment thereof, in each case without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.17 or 2.21, the provisions of this Section or the definition of "Required Lenders", or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV from its agreements pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” 2.21, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) 3. No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (ba) Neither Subject to the terms of the Intercreditor Agreement, neither this Agreement nor the other Loan Documents (other than the Fee Letter) nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or Administrative Agent on behalf of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on or any fees (including any prepayment fee or premium) payable with respect to any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or any fees (including any prepayment fee or premium) payable with respect to any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Revolving Credit Facility Commitment (if any) or decrease or extend the date for payment of any Fees fees (including any prepayment fee or premium) of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j9.04(i) or the provisions of this Section or release any Guarantor (other than, in all or substantially all of the case value of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) Guarantees or all or substantially all of the Collateral, Collateral without the prior written consent of each LenderLender (other than in connection with a transaction permitted by Section 6.05 or as provided in the Intercreditor Agreement), (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or [reserved], (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender, (vi) impose any additional restriction on any Lender's ability to assign any of its rights or obligations without the prior written consent of such Lender, or (vii) subordinate (x) payment of any of the Obligations to any other Indebtedness, or (y) the Lien created under the Loan Documents in respect of the Obligations to any Lien in respect of any other Indebtedness, in the case of each of subclauses (vii)(x) and (vii)(y), without the prior written consent of each Lender; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. The terms and provisions of the Fee Letter may not be waived, amended or modified without the written consent of the Administrative Agent and the Borrower (but any such waiver, amendment or modification shall not require the written consent of any of the Lenders). (b) Notwithstanding anything in clause (b) or otherwise herein to the contrary, (i) any amendment or modification that would extend the final maturity date of the Loans of any Lender, in each case, with such Lender’s prior written consent, and increase the rate of interest and fees payable on the Loans of such Lender shall not require the prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Loans on a pro rata basis based on the case may beaggregate principal amount of such Loans then outstanding pursuant to procedures approved by the Administrative Agent, and (ii) the payment in full of any Loans on the applicable final maturity date of such Loans and the payment of interest and fees made on account of the Revolving Credit Facility Commitments and/or Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17. (c) The Administrative Agent and the Borrower may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or (ii) to effect any Conforming Amendment (as defined in the Intercreditor Agreement) in respect of a Subject Term Loan Amendment. . Notwithstanding anything to the contrary contained in this Section 9.08herein, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofsuch Loan Document.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Amended Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Credit Party in any case shall entitle the Borrower or such Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither None of this Agreement nor Amended Agreement, the other Loan Documents and any provision hereof or thereof may be waived, amended or modified (and no consent to the departure by the Borrower or any other Credit Party therefrom may be effective), except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders; providedPROVIDED, howeverTHAT, that no such agreement shall (i) decrease the principal amount of, of or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or any date for reimbursement of a Letter of Credit Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan or a Letter of Credit Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment Commitments or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) increase the aggregate Commitments of the Lenders without the prior written consent of each Lender, (iv) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(j) this Section, the definition of the term "Required Lenders," release at one time or the provisions of this Section or release any Guarantor (other than, serially in the case of a Subsidiary Guarantor, in connection with aggregate all or substantially all the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) Guarantors or all or substantially all of the Collateral, without the prior written consent of each Lender, (ivv) modify change any provision relating to any prepayment of the protections afforded to an SPV pursuant to Loans under the provisions of Section 9.04(i) Facility without the written consent of such SPV the Required Lenders, and (vi) waive the conditions to funding any Loan or (v) reduce issuance of a Letter of Credit without the percentage contained in the definition consent of the term “Required Lenders” without the prior written consent of each Lender; provided further PROVIDED, FURTHER, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Issuing Bank hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentIssuing Bank, as the case may be. (c) Notwithstanding anything to the contrary contained in applicable. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 9.08, if the Administrative Agent and the Borrower 9.08 regardless of whether its Note shall have jointly identified an obvious error been marked to make reference thereto, and any consent by any Lender or any error or omission holder of a technical Note pursuant to this Section 9.08 shall bind any person subsequently acquiring a Note from it, whether or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower not such Note shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofhave been so marked.

Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent or any Lender Secured Party in exercising any right, power or right remedy hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent and the Lenders Secured Parties hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit or other extension of credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender, any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower any Pledgor in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error Pledgor or any error Pledgors with respect to which such waiver, amendment or omission modification is to apply.For the avoidance of a technical or immaterial nature in any provision of the Credit Documentsdoubt, then the Administrative Agent shall have no obligation to execute and deliver any amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the Borrower other Loan Documents. In signing such amendment, supplement, modification or waiver, the Administrative Agent shall be entitled to receive indemnity satisfactory to it and in all cases shall be provided with, and shall be fully protected in relying in good faith upon, (i) a certificate of an Officer of the Company and (ii) an opinion of counsel to the Company stating that the execution of such document is authorized or permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofhereunder.

Waivers; Amendment. (a) No failure or delay of the any Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Company or any other Borrower in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or reimbursement obligation with respect to an LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or amend or modify Section 13.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment Commitments or decrease or extend the date for payment of any Fees the facility fees or fees in respect of Letters of Credit of any Lender (with the exception of fronting fees payable to the Issuing Lender, which shall require the consent of the Issuing Lender) without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 6.13 or Section 13.04(h), the provisions of this Section 13.07 or the definition of the “Required Lenders”, or release any Guarantor (other than, in from its obligations under Section 13.16 hereof except for the case release of a Subsidiary Guarantor, Guarantor in connection with the sale consummation of such Subsidiary Guarantor in a transaction permitted by under Section 6.02) or all or substantially all of the Collateral10.01, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to change the provisions of Section 9.04(i) any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other class without the prior written consent of such SPV Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class or (v) reduce change the percentage contained in the definition of the term “Required Lenders” requirement that disbursements made by any Lender be made ratably with respect to its applicable Commitment without the prior written consent of each LenderLender directly affected thereby; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the (w) any Administrative Agent or hereunder without the Collateral Agent hereunder or under prior written consent of such Administrative Agent, (x) any other Credit Document Issuing Lender without the prior written consent of such Issuing Lender, (y) the Swingline Lender without the prior written consent of the Administrative Agent Swingline Lender or (z) an Arranger under Section 13.04(b) without the Collateral Agentprior written consent of such Arranger. Each Lender shall be bound by any waiver, as the case may be. (c) Notwithstanding anything to the contrary contained in amendment or modification authorized by this Section 9.08, if the Administrative Agent 13.07 and the Borrower any consent by any Lender pursuant to this Section 13.07 shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any of its Affiliates or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent any of its Affiliates and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.14 or Section 2.15, the provisions of this Section 9.08 or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the any Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.07(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither Except for extending the Commitments in accordance with the procedures specified in Section 1.04, increasing the Commitments in accordance with the procedures specified in Section 1.05, replacing any Lender in accordance with the procedures specified in Section 2.11, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of of, or any scheduled principal payment date or any date for the payment of any interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan (other than in connection with an ESG Amendment, which shall only require consent of the Required Lenders), without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment Facility Fee (other than in connection with an ESG Amendment, which shall only require consent of any Fees the Required Lenders) of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.13, Section 2.14, this Section 11.07 or the provisions definition of this Section “Required Lenders,” or release any Guarantor (other thanprovision hereof specifying the number or percentage of Lenders required to waive, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) amend or all modify any rights hereunder or substantially all of the Collateralmake any determination or grant any consent hereunder, without the prior written consent of each Lender, or (iv) modify amend the protections afforded to an SPV pursuant to the provisions last sentences of Section 9.04(i) without the written consent of such SPV Sections 4.14, 6.04 or (v) reduce the percentage contained in the definition of the term “Required Lenders” 7.07 without the prior written consent of Required Lenders and each LenderLender incorporated or organized under the laws of the Federal Republic of Germany; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Issuing Bank hereunder without the prior written consent of the applicable Issuing Bank(s); provided further that ESG Amendments shall only require the consent of the Required Lenders. Any waiver, amendment or modification authorized by this Section 11.07 shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the Lenders, the Administrative Agent or and all future holders of the Collateral Agent, as the case may beLoans. (c) Notwithstanding anything Any request by any Borrower for a modification, amendment or waiver of any provision of this Agreement or any other Loan Document shall be made in writing to the contrary contained in this Section 9.08, if the Administrative Agent and the Administrative Agent shall promptly communicate such request to the Lenders. Any such waiver, consent or approval granted by the Required Lenders (and such other Persons as may be required under this Section 11.07) shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Borrower in any case shall entitle such Borrower to any other or further notice or demand in the same, similar or other circumstances. (d) No waiver by the Administrative Agent or any Lender of any breach or default of or by any Borrower under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring. (e) In connection with any waiver, determination or direction relating to any part of Sections 4.14, 6.04(c) or 7.07 of which a Lender does not have jointly identified an obvious the benefit, the Commitment and Loans of that Lender will be excluded for the purpose of determining whether the consent of the requisite Lenders has been obtained or whether the determination or direction by the requisite Lenders has been made. (f) If the Administrative Agent and the Borrowers acting together identify any ambiguity, omission, mistake, typographical error or any error or omission of a technical or immaterial nature other defect in any provision of the Credit Documentsthis Agreement or any other Loan Document, then the Administrative Agent and the Borrower Borrowers shall be permitted to amend amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofthis Agreement.

Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent or any other Senior Lender in exercising any right or power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the other Senior Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower Borrower, any other Intercompany Lender or any other Credit Party Intercompany Debtor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on the Borrower Borrower, any other Intercompany Lender or any other Intercompany Debtor in any case shall entitle the Borrower Borrower, any other Intercompany Lender or any other Intercompany Debtor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Borrower and the Required LendersIntercompany Lenders or Intercompany Debtors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement; providedprovided that, howeveruntil such time as (a) all the Loan Document Obligations (other than contingent obligations for indemnification, that expense reimbursement, tax gross up or yield protection as to which no such agreement shall claim has been made) (iand, for purposes of clarity, other than Secured Cash Management Obligations, Secured Hedging Obligations or Secured Customer Financing Obligations) decrease have been paid in full in cash, (b) the principal amount ofLenders have no further commitment to lend under the Credit Agreement, (c) all Letters of Credit have expired, terminated or been backstopped or cash collateralized (in each case, in a manner reasonably satisfactory to the applicable Issuing Bank) (including as a result of obtaining consents of the applicable Issuing Banks as described in Section 9.05 of the Credit Agreement) and (d) and the Issuing Banks have no further obligations to issue, amend or extend Letters of Credit under the maturity of or any scheduled principal payment date or any date for Credit Agreement, the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the Administrative Agent shall have provided its prior written consent of each Lender directly adversely affected therebyto such amendment, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lendermodification, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action waiver or consent of any other party to any Credit Document if the same is (which consent shall not objected to in writing by the Required Lenders within five Business Days after notice thereofbe unreasonably withheld or delayed).

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease the Facility Fees or extend the date for payment of any Utilization Fees of any Lender without the prior written consent of such Lender, (iii) amend except in accordance with Section 10.17, reduce or modify terminate the pro rata requirements obligations of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary either Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, Lender or (iv) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without 2.16, the written consent provisions of such SPV Section 10.04(i), the provisions of this Section or (v) reduce the percentage contained in the definition of the term “Required Lenders” ”, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or the payment of any Facility Fee or any other amounts owing under this Agreement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or extend the maturity date of any Letter of Credit to a date after the Termination Date (except as provided in Section 3.01(a)), without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, Lender or (iii) amend or modify the pro rata requirements provisions of Section 2.172.18, the last sentence of Section 3.01(a), the provisions of Section 9.04(j) or 10.04(i), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” ”, without the prior written consent of each Lender; provided further that no such agreement shall (A) amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or (B) amend, modify or otherwise affect the Collateral Agent, as rights or duties of any Issuing Lender hereunder without the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or prior written consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofsuch Issuing Lender.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender Secured Party in exercising any right or power or right hereunder or under any other Credit Financing Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce any such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Secured Parties hereunder and under the other Credit Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Financing Document or consent to any departure by the Borrower Borrower, the Pledgor or any other Credit Party the Sponsor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrower, the Pledgor or the Sponsor in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Financing Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Financing Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan, Loan or L/C Disbursement without the prior written consent of each Lender directly adversely affected thereby, ; (ii) increase or extend the any Commitment of any Lender or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ); (iii) amend extend or modify waive any date for payment of principal of any Loan or reduce the pro rata requirements amount due on any such date or extend any date on which payment of Section 2.17interest on any Loan, the provisions of Section 9.04(j) L/C Disbursement, or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralFee is due, without the prior written consent of each Lender, Lender adversely affected thereby; (iv) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(iSections 2.17(b) without or 2.17(c) in a manner that would by its terms alter the written consent pro rata sharing of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” payments required thereby, without the prior written consent of each Lender adversely affected thereby; (v) amend or modify the provisions of this Section or the definitions of the terms “Required Lenders”, “Required Class Lenders” or “Required Construction Class Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby; (vi) extend the stated expiration date of any Letter of Credit beyond the Maturity Date without the prior written consent of each Lender directly affected thereby; (vii) release all or substantially all the Collateral without the consent of each Lender; (viii) amend, modify or waive any provision hereof if such amendment, modification or waiver would by its terms affect the rights or obligations of any Construction Loan Class in a manner different than the other Construction Loan Classes without the prior written consent of the Required Construction Class Lenders of each affected Construction Loan Class; provided further or (ix) amend, modify or waive any provision hereof if such amendment, modification or waiver would by its terms affect the rights of any Class of Lenders to receive payments hereunder in a manner different than any other Class of Lenders without the prior written consent of the Required Class Lenders of each such affected Class of Lenders; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent Agent, or an Issuing Bank hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, or such Issuing Bank acting as such at the case may beeffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Lender. (c) Notwithstanding anything Without the consent of any Lender, each of the Borrower, the Pledgor, the Sponsor and the Administrative Agent and/or the Collateral Agent may (in their respective sole discretion) enter into any amendment, modification or waiver of any Financing Document, or enter into any new agreement or instrument, in each case to effect the contrary contained granting, perfection, protection, expansion or enhancement of any security interest in this any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law. (d) If, in connection with any proposed amendment or waiver pursuant to Section 9.08 requiring the consent of “the Required Lenders,” “each Lender,” “such Lender,” “each Lender directly affected thereby” or “each Lender adversely affected thereby,” a Lender does not approve such amendment or waiver pursuant to Section 9.08 and such amendment or waiver would otherwise have been approved but for such Lender’s non-approval (such Lender, a “Non-Consenting Lender”), together with the failure of any other Lender to approve such proposed amendment or waiver under Section 9.08, if then the Administrative Agent Borrower may elect to replace such Non-Consenting Lender(s) as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) an Eligible Assignee shall agree, as of such date, to purchase for cash, at 100% of the principal amount thereof, the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, (ii) the replacement Lender shall grant its consent with respect to the applicable proposed amendment or waiver and (iii) the Borrower shall have jointly identified an obvious error or any error or omission pay to such Non-Consenting Lender in same day funds on the day of a technical or immaterial nature in any provision of the Credit Documentssuch replacement all interest, fees and other amounts then the Administrative Agent and accrued but unpaid to such Non-Consenting Lender by the Borrower shall be permitted hereunder to amend and including the date of termination, including payments due to such provision Non-Consenting Lender under Sections 2.14, 2.15 and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof2.16.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Banks hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement the Loan Documents nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required LendersBanks; provided, however, that no such agreement shall (i) without the consent of the applicable Bank, (A) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without such Bank’s Loans or the prior written consent of each Lender directly adversely affected therebyFees payable to such Bank, (iiB) increase or extend the Commitment or decrease or extend the date for any scheduled payment of any principal of or interest on such Bank’s Loans or the Fees payable to such Bank, or (C) increase the amount or extend the expiration date of any Lender such Bank’s Commitment, or (ii) without the prior written consent of such Lendereach Bank, (iiiA) amend or modify release the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section First Mortgage Bond or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateralcollateral therefor, without the prior written consent of in each Lender, (iv) modify the protections afforded to an SPV such case except pursuant to Article VIII, or (B) amend or modify the provisions of Section 9.04(i) without 2.14, the written consent provisions of such SPV or (v) reduce the percentage contained in this Section, the definition of the term “Required LendersBanks” without or any other provision requiring the prior written consent or agreement of each Lenderof the Banks; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or under the Collateral Agent hereunder or under any other Credit Document Loan Documents without the prior written consent of the Administrative Agent Agent. Each Bank and each holder of a Note shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower regardless of whether its Note shall have jointly identified an obvious error been marked to make reference thereto, and any consent by any Bank or any error or omission holder of a technical Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower not such Note shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofhave been so marked.

Waivers; Amendment. (a) No failure or delay of the any Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Company or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances. (b) Neither NeitherSubject to Section 1.6, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any or, the date for the payment of any interest on any Loan, or the date for the payment of any fee payable hereunder, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan (other than as a result of a waiver of default interest imposed pursuant to Section 2.12(d)), or amend or modify Section 8.16, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment Commitment, or decrease or extend the date for payment of any Fees commitment fees of any Lender without the prior written consent of such LenderLender or, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j8.4(h) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” ”, without the prior written consent of each Lender; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the any Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the such Administrative Agent or the Collateral Agent, (iv) change Section 2.17(a), Section 2.17(b) or Section 2.17(c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly or adversely affected thereby or (v) to the extent any Guaranty is then in effect, release any material Guarantor (except as such release is otherwise provided for in this Agreement or in the case may be. (cother Loan Documents) Notwithstanding without the written consent of each Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained in this Section 9.08herein, if the Administrative Agent Agents and the Borrower Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Loan Documents, then the Administrative Agent Agents and the Borrower Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofLoan Document.

Waivers; Amendment. (a) No failure or delay The rights, remedies, powers, privileges, and discretions of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Agents hereunder and under applicable Law (herein, the other Credit Documents are “Agents’ Rights and Remedies”) shall be cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No delay or omission by the Agents in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agents of any Event of Default or default under any other agreement shall operate as a waiver of any provision other Event of Default or default hereunder or under any other agreement. No single or partial exercise of any of the Agents’ Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Agents and any Person, at any time, shall preclude the other or further exercise of the Agents’ Rights and Remedies. No waiver by the Agents of any of the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights and Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Guaranteed Obligations. No waiver of any provisions of this Agreement Guaranty or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower Guarantor in any case shall entitle the Borrower such Guarantor or any other Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Borrower Agents and the Required Lenders; providedGuarantor with respect to whom such waiver, howeveramendment or modification is to apply, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or subject to any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision 10.01 of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay on the part of the Administrative any Agent, the Collateral Agent Arranger or any Lender in exercising any power power, right or right privilege hereunder or under any other Credit Document and no course of dealing between the Borrower shall impair such power, right or any other Credit Party and the Administrative Agent, the Collateral Agent privilege or any Lender shall operate as be construed to be a waiver thereofthereof or of any Default or Event of Default or acquiescence therein, nor shall any single or partial exercise of any such power, right or powerprivilege, or any abandonment or discontinuance of steps to enforce such a power, right or powerprivilege, preclude any other or further exercise thereof or the exercise of any other power, right or powerprivilege. The rights powers, rights, privileges and remedies of the Administrative AgentAgents, the Collateral Agent and Arranger or the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive shall be in addition to and independent of any rights or all powers, rights, privileges and remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of any Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, the Arranger or any Lender may have had notice or demand on knowledge of such Default or Event of Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required Lenders; providedGrantor or Grantors with respect to which such waiver, howeveramendment or modification is to apply, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or subject to any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all 10.5 of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may beAgreement. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower This Agreement shall be permitted construed as a separate agreement with respect to amend such provision each Grantor and such amendment shall become effective may be amended, modified, supplemented, waived or released with respect to any Grantor without any further action or consent the approval of any other party to Grantor and without affecting the obligations of any other Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofParty hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by Holdings, the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrower, the Administrative Agent and the Required Lenders and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan, or any fees or other amounts payable thereunder (including any Prepayment Premium, if owed) without the prior written consent of each Lender directly and adversely affected thereby; provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i) and (y) that waiver or reduction of a post-default increase in interest shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender), (ii) increase the Commitment of any Lender without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of maturity); provided, that consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (iii), (iv) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22 and 9.04), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j2.18(b) or the provisions (c) of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor Agreement in a transaction permitted manner that would by Section 6.02) or all or substantially all its terms alter the pro rata sharing of the Collateralpayments required thereby, without the prior written consent of each Lender, , (ivv) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i7.02, Sections 9.08(a), (b) without the written consent of such SPV or (vc) or reduce the voting percentage contained set forth in the definition of the term “Required Lenders” without the prior written consent of each Lender directly and adversely affected thereby, or (i) (x) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender or (y) subordinate the Liens of the Administrative Agent under the Security Documents with respect to all or substantially all of the Collateral (other than in respect of ABL Priority Collateral in accordance with the provisions of the Loan Documents as in effect on the date hereof or pursuant to Section 9.17) or subordinate the Obligations (including any Prepayment Premium, if owed) hereunder, without the prior written consent of each Lender; provided further , provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Lender hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or such Lender acting as such at the Collateral Agenteffective date of such agreement. Each Lender shall be bound by any waiver, as the case may beamendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender. (c) Notwithstanding anything to the contrary contained in this Section 9.08Agreement, if all discretionary determinations, waivers and consents that are referred to in this Agreement or the Loan Document (including whenever in this Agreement or any of the other Loan Documents the words “judgment”, “discretion”, “determination”, “satisfactory”, “acceptable”, or “agreed” or words of similar import are used) as being satisfactory (or reasonably satisfactory) to the Administrative Agent and or requiring the Borrower shall have jointly identified an obvious error Administrative Agent’s discretion, waiver or consent (including whenever in this Agreement or any error or omission of a technical or immaterial nature in any provision of the Credit Documentsother Loan Documents the words “consent”, then “approval”, “satisfaction”, “establishment” or words of similar import), shall mean for all purposes herein and in the Loan Documents that such discretionary determinations, waivers and consents must be satisfactory (or reasonably satisfactory) to the Required Lenders and requiring the Required Lenders’ discretion, waiver and consent (or, in each case, the Administrative Agent and at the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent direction of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofLenders), including without limitation any amendments, waivers or consents, determinations as to whether any applicable documentation (including intercreditor or subordination agreements) or other deliverable hereunder is in form and substance satisfactory (or reasonably satisfactory) to the Administrative Agent (which must be in form and substance satisfactory (or reasonably satisfactory) to the Required Lenders), determinations as to collateral and guaranty matters and extensions of time periods in order to comply with the terms of this Agreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, (iii) reduce or terminate the obligations of the Guarantor or (iv) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(j) or 10.04(i), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease the Facility Fee or extend the date for payment Letter of any Fees Credit Fee of any Lender or amend the obligation of any Lender to purchase or hold participations in Letters of Credit after the Termination Date without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.16 or Section 8.04(h), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral any Agent hereunder or under any other Credit Document without the prior written consent of such Agent; and provided still further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything Issuing Banks in addition to the contrary contained in Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 10.8, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Credit Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified except (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Requisite Lenders, and (z) in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Requisite Lenders; provided, however, that no such agreement shall shall: (i) decrease decrease, forgive, waive or excuse the principal amount of, or any interest (other than Default Rate interest) on, or any premiums or fees in respect of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any LoanLoan (other than by waiver or modification of a condition precedent, mandatory prepayment, Default, Event of Default, financial ratio or covenant), without the prior written consent of each Lender directly adversely affected thereby, ; (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender or decrease, forgive, waive or excuse the fees of any Lender or fees of the Administrative Agent without the prior written consent of such Lender or Administrative Agent, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Commitments of any Lender, ); (iii) postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Credit Document without written consent of each Lender adversely affected thereby; (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section 10.8 or release the definition of the term “Requisite Lenders” or any Guarantor other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender (other thanit being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the case determination of a Subsidiary Guarantorthe Requisite Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date); (v) except as provided in Section 10.18, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or release all or substantially all of the Collateralvalue of the guarantees under this Agreement, without the prior written consent of each Lender, ; (ivvi) modify the protections afforded to an SPV pursuant to amend the provisions of Section 9.04(i) 2.14 of this Agreement or any analogous provision of any other Credit Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall Lender adversely affected thereby; (vii) amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent acting as such at the effective date of such agreement, as applicable; (viii) change the coin or currency in which the principal of any Loan or the Collateral Agentinterest thereon is payable pursuant to Section 2.1 or 2.6, as without the case may beprior written consent of each Lender directly affected thereby; (ix) amend Section 5.12 without the prior written consent of each Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.8 and any consent by any Lender pursuant to this Section 10.8 shall bind any assignee of such Lender. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) Notwithstanding anything the foregoing, the Administrative Agent, with the consent of the Borrower, may amend, modify or supplement any Credit Document without the consent of any Lender or the Requisite Lenders in order to the contrary contained correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in this Section 9.08, if any Credit Document; provided that the Administrative Agent and shall promptly give the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent Lenders notice of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofsuch amendment, modification or supplement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral by any Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral each Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime. (b) Neither Except as provided in paragraphs (c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent and the Borrower, in each case with the written consent of the Required Lenders; provided, however, provided that no such agreement shall shall: (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount ofof any Loan or reduce the rate of interest thereon (or the portion of PIK Interest), or reduce any prepayment premium payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the maturity of or any scheduled principal payment date Loan, or any date for the payment of any interest on any Loanor other amounts payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any LoanCommitment, without the prior written consent of each Lender directly adversely affected thereby; (iv) change Section 2.10(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender in each case, without the prior written consent of such each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the pro rata requirements written consent of Section 2.17each Lender; (vi) waive, the provisions of Section 9.04(j) amend, supplement or modify the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral9.02(b), without the prior written consent of each Lender; (vii) waive, (iv) amend, supplement or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) 9.04 or the definition of “Eligible Assignee”, without the written consent of such SPV or each Lender; (vviii) reduce release the percentage contained in the definition Administrative Agent’s Lien on any of the term “Required Lenders” Units or subordinate the Loan Document Obligations in right of payment to any other Obligations, without the prior written consent of each Lender; provided further . provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent and (2) no such agreement shall increase the aggregate amount of Commitments (or increase the Collateral Agentprincipal amount of outstanding Loans) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, as any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if Required Lenders and the Administrative Agent if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature time such amendment becomes effective, each Lender not consenting thereto receives payment in any provision full of the Credit Documentsprincipal of, then the Administrative Agent premium, if any, and the Borrower shall be permitted interest accrued on each Loan made by it and all other amounts owing to amend such provision and such amendment shall become effective without any further action it or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofaccrued for its account under this Agreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral ------------------- Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders Borrowers hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the any Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower in any case shall entitle the such Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that -------- ------- no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend change the Commitment or decrease or extend the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.16 or Section 9.03, the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further that no such -------- ------- agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Lender shall be bound by any waiver, amendment or the Collateral Agentmodification authorized by this Section, as the case may be. (c) Notwithstanding anything and any consent by any Lender pursuant to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or bind any error or omission subsequent assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofLender.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender other Secured Party in exercising any right, power or right remedy hereunder or under any other Credit Agreement Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender Other First Lien Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent and the Lenders other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower any Pledgor in any case shall entitle the Borrower any Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required Lenders; providedPledgor or Pledgors with respect to which such waiver, howeveramendment or modification is to apply, that no such agreement shall subject to (i) decrease any consent required in accordance with Section 9.02 of the principal amount ofCredit Agreement, or extend and (ii) the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected therebyother Authorized Representative if and to the extent required by (and in accordance with) the applicable Other First Lien Agreement, (ii) increase or extend and except as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of a Responsible Officer of the Commitment or decrease or extend the date for payment of Lead Borrower as to whether any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of amendment contemplated by this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.025.09(b)(ii) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may beis permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may (in its reasonable discretion) grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, in consultation with the Lead Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Section 9.08Agreement, if the Administrative Agent and the Borrower shall have jointly identified an obvious error other Credit Agreement Documents or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofOther First Lien Agreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease the amount, or extend the date for payment of of, any Fees fees of any Lender without the prior written consent of such Lendereach Lender directly affected thereby, (iii) amend or modify the pro rata requirements of Section 2.172.16, any other provision of any Loan Document requiring that Loans be made by, or payments of Commitment reductions be allocated among, the Lenders on a pro rata basis, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor substantially all the Guarantors (determined based on the fair market value of the Guarantors) (other than, in the case of a Subsidiary Guarantor, than in connection with the sale of such Subsidiary any Guarantor in a transaction permitted by Section 6.026.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPV SPC or (v) reduce the percentage contained in the definition of the term “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any any, such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, thereof or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Revolving Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.15 or Section 9.04(h), the provisions of this Section or the definition of "Required Lenders", or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralCollateral or the Guarantees of the Subsidiary Guarantors pursuant to the Guarantee and Collateral Agreement (except as provided therein or in Section 9.13), without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Lender shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Parent Borrower, the Co-Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Parent Borrower, the Co-Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 1.02(a), Section 2.12, Section 2.19, Section 5.09(g) or 6.10, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party thereto (or that has signed an acknowledgment thereto) and the Administrative Agent and consented to by the Required Lenders; provided, however, provided that no such agreement shall shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), (ii) increase or extend the Commitment of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii), (iii) extend any date on which payment of interest on any LoanLoan or any Fees is due, without the prior written consent of each Lender directly adversely affected therebythereby (which, (ii) increase or extend notwithstanding the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written foregoing, such consent of such Lender, Lender directly adversely affected thereby shall be the only consent required hereunder to make sure modification), (iiiiv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j7.02 or Section 2.16(c) with respect to the pro rata application of payments required thereby (or the provisions add or change any other provision of this Section or release Agreement that has the effect of making any Guarantor (other than, such alteration to such provisions) in a manner that by its terms modifies the case of a Subsidiary Guarantor, in connection with the sale application of such Subsidiary Guarantor in payments required thereby to be on a transaction permitted by Section 6.02) or all or substantially all of the Collateralless than pro rata basis, without the prior written consent of each LenderLender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), (ivv) amend or modify the protections afforded to an SPV pursuant to the provisions of this Section 9.04(i) without the written consent of such SPV 9.08 or (v) reduce the percentage contained in the definition of the term terms “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby, in each case except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (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 Loans and Commitments are included on the Closing Date), (vi) except as otherwise expressly permitted by this Agreement, release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Guarantee Agreement (in each case, other than in connection with any release of the relevant Guarantees or Collateral expressly permitted by the Loan Documents), without the prior written consent of each Lender other than a Defaulting Lender; , or (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Required Lenders participating in the adversely affected Facility except, for the avoidance of doubt, as otherwise provided further in Section 9.08(d) and (e) (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.09 so long as the application of any prepayment or Commitment reduction still required to be made is not changed), provided, further, that no such agreement shall amend, modify or otherwise affect the rights rights, duties, benefits, privileges, protections, indemnities or duties immunities of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral AgentAgent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender. Notwithstanding anything to the case contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may bebe affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. (c) Notwithstanding anything Without the consent of any Lender, the Loan Parties and the Administrative Agent and/or the Collateral Agent may (in their respective sole discretion, or shall, to the contrary contained extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Section 9.08Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. (d) Notwithstanding the foregoing, if this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission Borrowers (a) to permit additional extensions of a technical or immaterial nature credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any provision determination of the Credit Documentsrequisite lenders required hereunder, then including Required Lenders. (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent and (but without the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party Lender) to the extent necessary (A) to integrate any Credit Document if Incremental Term Loan Commitments in a manner consistent with Section 2.19, including, with respect to Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments as a separate Class or tranche from the same existing Initial Term Loan Commitments, (B) to effect an alternate interest rate in a manner consistent with Section 2.12, (C) to integrate any Other First Lien Debt or (D) to cure any ambiguity, omission, defect or inconsistency. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Loans established pursuant to Section 2.19 after the Closing Date that will be included in an existing Class of Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is not objected the ratio of (1) the sum of such ▇▇▇▇▇▇’s Existing Class Loans immediately prior to in writing the Applicable Date plus the amount of New Class Loans made by such Lender on the Required Lenders within five Business Days after notice thereofApplicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any LoanLoan or any L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, , (ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written 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 aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ), (iii) amend extend any date on which payment of interest on any Loan or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) any L/C Disbursement or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender adversely affected thereby, (iv) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i2.18(b) without the written consent of such SPV or (vc) reduce in a manner that would by its terms alter the percentage contained in the definition prorata sharing of the term “Required Lenders” payments required thereby, without the prior written consent of each LenderLender adversely affected thereby or amend or modify any Loan Table of Contents Document so as to alter the ratable treatment of the Swap Agreement Obligations and the Loan Document Obligations or the definition of “Specified Swap Agreement,” “Swap Agreement Obligations,” “Swap Provider” or “Obligations” (as defined in any Loan Document), in each case in a manner adverse to any Swap Provider with Swap Agreement Obligations then outstanding without the written consent of such Swap Provider, (v) amend or modify the provisions of this Section or the definition of the terms “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Third Restatement Effective Date), (vi) release all or substantially all the Collateral or release any of the Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement or such Subsidiary Loan Party is designated as an Unrestricted Subsidiary in accordance with the provisions of this Agreement, without the prior written consent of each Lender and each Swap Provider with Swap Agreement Obligations then outstanding; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as the case may beapplicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender. (c) Notwithstanding anything Without the consent of the Syndication Agent or the Joint Lead Arrangers or any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the contrary contained extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Section 9.08Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, if the Administrative Agent and the Borrower shall have jointly identified an obvious error (a) to add one or any error or omission more additional credit facilities to this Agreement and to permit the extensions of a technical or immaterial nature credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any provision determination of the Credit Required Lenders. (e) The Lenders and the Issuing Bank hereby consent to any amendments, restatements or other modifications to the Security Documents, then including, without limitation, any release Table of Contents of the Liens on any Collateral granted pursuant thereto that constitutes COFACE Collateral, that are reasonably required to provide the lenders under the COFACE Loan a security interest over the COFACE Collateral pursuant to the terms of the Security Documents, and hereby direct the Administrative Agent to and the Administrative Agent hereby agrees to enter into such amendments, restatements or other modifications in form and substance reasonably satisfactory to the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective Borrower, without any further action consent or consent direction from the Lenders and the Issuing Bank, pursuant to the terms of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofSecurity Documents.

Waivers; Amendment. (a) No failure or delay The rights, remedies, powers, privileges, and discretions of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under applicable Law (herein, the other Credit Documents are “Agent’s Rights and Remedies”) shall be cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No delay or omission by the Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other agreement shall operate as a waiver of any provision other default hereunder or under any other agreement (except as expressly set forth in such waiver). No single or partial exercise of any of the Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Agent and any Person, at any time, shall preclude the other or further exercise of the Agent’s Rights and Remedies. No waiver by the Agent of any of the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Guaranteed Obligations. No waiver of any provisions of this Agreement Guaranty or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower any Guarantor in any case shall entitle the Borrower such Guarantor or any other Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error Guarantor or Guarantors with respect to whom such waiver, amendment or modification is to apply, subject to any error or omission of a technical or immaterial nature consent required in any provision accordance with Section 10.01 of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent any Lender or any Lender other Secured Party in exercising any right or power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative AgentLoan Document, the Collateral Agent or any Lender Secured Swap Obligation and/or Secured Cash Management Obligation shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders any other Secured Parties hereunder and under the other Credit Documents Loan Documents, the Secured Swap Obligations and the Secured Cash Management Obligations are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended, restated, amended and restated or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent and the Required LendersGuarantor or Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement; provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanAdministrative Agent may, without the prior written consent of each Lender directly adversely affected therebyany Secured Party, (ii) increase or extend the Commitment or decrease or extend the date for payment of consent to a departure by any Fees of Guarantor from any Lender without the prior written consent covenant of such Lender, (iii) amend or modify Guarantor set forth herein to the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection extent such departure is consistent with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all authority of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained Administrative Agent set forth in the definition of the term “Required LendersCollateral and Guarantee Requirement” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained elsewhere in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Revolving Commitment (other than as contemplated in Section 2.24) or extend change the Commitment or decrease or extend the date for payment of any Fees fees of any Lender without the prior written consent of such Lender, (iii) release any Loan Party from its Guarantee under the Guarantee Agreement (except as permitted by Section 5.09(c) or as expressly provided in the Guarantee Agreement) or limit any Loan Party’s liability in respect of its Guarantee, without the written consent of each Lender, or (iv) amend or modify the pro rata requirements provisions of Section 2.172.11(c), the provisions of Section 9.04(j) this Section, the definition of the “Required Lenders” or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral9.03, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may besuch Issuing Bank or Swingline Lender. (c) Notwithstanding anything the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Designating Lender on behalf of its Designated Bank affected thereby, (a) subject such Designated Bank to any additional obligations, (b) reduce the principal of, interest on, or other amounts due with respect to, the Designated Bank Note made payable to such Designated Bank, or (c) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to, the Designated Bank Note made payable to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofDesignated Bank.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.16 or Section 8.04(h), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ," without the prior written consent of each Lender; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Lender shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of by the Administrative Collateral Agent, the Collateral Agent any other Agent, any L/C Issuer, any Swing Line Lender or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Collateral Agent, any other Agent, the Collateral Agent L/C Issuers, the Swing Line Lenders and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Lender, any Swing Line Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower any Guarantor in any case shall entitle the Borrower any Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any error or omission of a technical or immaterial nature consent required in any provision accordance with Section 10.01 of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay of by the Administrative Collateral Agent, the Collateral Agent any other Agent, any Lender, any Swing Line Lender or any Lender L/C Issuer in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Collateral Agent, any other Agent, the Collateral Agent Lenders, any Swing Line Lender and the Lenders any L/C Issuer hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any other Agent, any Lender, any Swing Line Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower any Grantor in any case shall entitle the Borrower any Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any error or omission of a technical or immaterial nature consent required in any provision accordance with Section 10.01 of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected therebythereby (other than a waiver of default interest, which shall only require the consent of the Required Lenders), (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.026.05) or all or substantially all of the Collateral, Collateral or value thereof without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderLender (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 Term Loan Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained in this Section 9.08herein, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofsuch Loan Document.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.172.16, the provisions of Section 9.04(j) or ), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateralterm "Required Lenders", without the prior written consent of each Lender, Lender or (iv) modify the protections afforded to an SPV SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderSPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay on the part of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance discontinuation of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party Loan Parties therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Loan Parties in any case shall entitle the Borrower Loan Parties to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. (b) Neither None of this Agreement nor Agreement, any of the other Loan Documents or any provision hereof or thereof may be waived, amended or modified modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by SSCC, the Borrower Borrower, the Administrative Agent and the Required LendersLenders and (ii) in the case of any other Loan Document, pursuant to an agreement or agreements entered into by the parties to such Loan Document; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the scheduled payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely (other than, prior to its funding of any Loans, a Defaulting Lender) affected thereby, (ii) increase the amount of or extend the termination date of the Commitment of, or decrease or extend the date for payment of any Fees of Fee owing to, any Lender without the prior written consent of such Lender (other than a Defaulting Lender (except for the increase in the amount of such Defaulting Lender’s Commitment)), (iii) amend or modify the pro rata requirements of Section 2.17, 2.16 or the provisions of Section 9.04(j) 9.03 concerning the assignment of SSCC’s or the Borrower’s obligations hereunder, the provisions of this Section 9.08 or release any a Guarantor from its guarantee under the Guarantee and Collateral Agreement (other than, except as expressly contemplated in Section 9.09 or by the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02applicable Loan Document) or all or substantially all of the CollateralCollateral from the Liens created under the Security Documents (except as expressly contemplated in Section 9.09 or by the applicable Security Document), without the prior written consent of each Lender (other than a Defaulting Lender), (iv) modify the protections afforded to an SPV pursuant to change the provisions of Section 9.04(i) any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of such SPV Lenders (other than Defaulting Lenders) holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (other than a Defaulting Lender); provided further provided, further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into such amendments, restatements, supplements or other modifications to (i) the Security Documents as are deemed reasonably necessary by the Administrative Agent to protect and preserve the Liens on the Collateral Agent, as created or purported to be created thereunder or to reflect or give effect to any transaction permitted under this Agreement and (ii) the case may be. (c) Notwithstanding anything Loan Documents to the contrary contained in this Section 9.08, correct any errors or omissions if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Loan Documents. Notwithstanding the foregoing provisions of this Section 9.08(b), then with the Administrative Agent agreement and consents of the Borrower shall be permitted Persons referred to amend such provision therein, and such amendment shall become effective without any further action or consent the necessity of obtaining the approval of any other party Lenders hereunder, (i) Incremental Facility Agreements may be entered into as provided in Section 2.22(b) and (ii) Extension Amendments may be entered into pursuant to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofSection 2.25.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agent, any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent Agent, any Issuing Bank or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, any Issuing Bank and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan (other than as set forth in the definition of “Published LIBO Rate”), without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 9.04 or the provisions of this Section or release any Subsidiary Guarantor (other than, in the case of a Subsidiary Guarantor, than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (vvi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the accrued interest and fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (iii) to permit any such additional credit facilities which are term facilities to share ratably with the Term Loans in the application of prepayments and to permit any such credit facilities which are revolving credit facilities to share ratably with any revolving credit facility hereunder in the application of prepayments (it being understood that the foregoing shall not restrict any amendments effected pursuant to an Additional Credit Extension Amendment). (d) Notwithstanding anything to the contrary contained in this Section 9.08, the Borrower and the Administrative Agent may, without the input or consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Section 2.25, Section 2.26 and Section 2.27. (e) In addition, notwithstanding the foregoing, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay The rights, remedies, powers, privileges, and discretions of the Administrative AgentAgent hereunder (herein, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document “Agent’s Rights and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender Remedies”) shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are be cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No delay or omission by the Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any Default under any other agreement shall operate as a waiver of any provision other Event of Default or other Default hereunder or under any other agreement. No single or partial exercise of any of the Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Agent and any Person, at any time, shall preclude the other or further exercise of the Agent’s Rights and Remedies. No waiver by the Agent of any of the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agent’s Rights and Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Secured Obligations. No waiver of any provisions of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower any Grantor in any case shall entitle the Borrower such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error Grantor or Grantors with respect to whom such waiver, amendment or modification is to apply, subject to any error or omission of a technical or immaterial nature consent required in any provision accordance with Section 9.2 of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofAgreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents this Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances. (b) Neither No provision of this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Administrative Agent with the consent of the Majority Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanOutstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanOutstanding Credit, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment of any Lender, decrease the fees owing to any Lender or decrease or extend postpone the date for payment of any Fees of fee owing to any Lender without the prior written consent of such Lender, (iii) amend amend, waive or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.13 (or any other provision in this Agreement that expressly provides for the pro rata treatment of the Lenders), Section 2.14 or Section 8.04(h), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateral“Majority Lenders”, without the prior written consent of each Lender, or (iv) modify release or permit the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition transfer of the term “Required Lenders” obligations of the Borrower hereunder without the prior written consent of each Lender, except as permitted by Section 5.02(b); provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent, provided, further that this Agreement may be amended and restated without the consent of any Lender or the Collateral Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be. , shall no longer be a party to this Agreement (cas so amended and restated) Notwithstanding anything or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the contrary contained in Administrative Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease the Facility Fees or extend the date for payment of any Utilization Fees of any Lender without the prior written consent of such Lender, (iii) amend except in accordance with Section 10.17, reduce or modify terminate the pro rata requirements obligations of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary either Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, Lender or (iv) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without 2.16, the written consent provisions of such SPV Section 10.04(i), the provisions of this Section or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and or the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment Interim Loan Commitments or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.172.17 , the provisions of Section 9.04(j) or 9.04(i), the provisions of this Section or the definition of the term “Required Lenders,” or release any Guarantor or Collateral (other than, in the case of a Subsidiary Guarantor, than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral6.05), without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV SPC pursuant to the provisions of Section 9.04(i9.04(h) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderSPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) . Notwithstanding anything to the contrary contained in this Section 9.08herein, if no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or modification hereunder, except for any such amendment, waiver or modification that requires the consent of each Lender or each affected Lender. (b) This Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (c) This Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with replacement term loans (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall have jointly identified an obvious error not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be higher than the Applicable Margin for such Refinanced Term Loans (or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to such refinancing, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any error or omission period after the latest final maturity of a technical or immaterial nature the Term Loans in effect immediately prior to such refinancing (d) Notwithstanding any provision of the Credit Documentsthis Section 9.08, then the Administrative Agent and the Lenders will (i) negotiate in good faith any amendment or modification to the Loan Documents (including, without limitation, any amendments to the representations and warranties, undertakings and events of default contained therein) which are requested by the Borrower shall be permitted following input from the management of the Target Group on the anticipated operational requirement and flexibility of the Borrower and its Subsidiaries following completion of the Offer and the Transactions and (ii) use commercially reasonable efforts to amend execute any such provision and documents required to implement any such amendment shall become effective without or modification. (e) Notwithstanding any further action provision of this Section 9.08, the Borrower will (i) negotiate in good faith any amendment or consent of any other party modification to any Credit Document if the same is not objected to in writing Loan Documents which are requested by the Required Lenders within five Business Days Administrative Agent (acting reasonably) after notice thereofthe date hereof and (ii) use commercially reasonable efforts to execute any such documents required to implement any such amendment or modification.

Waivers; Amendment. (a) No failure or delay of Holdings, the Borrower, the Administrative Agent, the Collateral Agent or Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of Group, Holdings, the Borrower, the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by Holdings, the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower in any case shall entitle Group, Holdings or the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither None of this Agreement nor or any other Loan Document or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required LendersLenders (and, in the case of any other Loan Document, any other person whose consent is required thereunder); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or any fees or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, amend or modify the provisions of Section 2.09(c) or 2.13 (a), amend or modify the definition of the term "Revolving Credit Reduction Date" or the term "Revolving Credit Maturity Date" or decrease the rate of interest on any LoanLoan or L/C Disbursement or any fees, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(j) 2.18 or 10.04(i), the provisions of this Section or the definition of the term "Required Lenders" or release any Guarantor Guarantors (other than, in the case of than pursuant to a Subsidiary Guarantor, in connection with the permitted sale or liquidation of such Subsidiary Guarantor in a transaction permitted by Section 6.02Guarantor) or all or substantially all any substantial part of the Collateral, Collateral without the prior written consent of each Lender, (iv) modify except as provided in Section 2.13(i), waive or change the protections afforded to an SPV allocation between Tranche A Term Loans and Tranche B Term Loans of any prepayment pursuant to the provisions of Section 9.04(i) without the written consent of such SPV 2.12 or (v) reduce the percentage contained in the definition of the term “Required Lenders” 2.13 without the prior written consent of each LenderLenders holding more than 50% of the aggregate outstanding principal amount of the Tranche A Term Loans and more than 50% of the aggregate outstanding principal amount of the Tranche B Term Loans or (v) amend Section 2.13(i) without the prior written consent of the Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Term Loans; provided further that (i) no such agreement that by its terms adversely affects the rights of the Revolving Credit Lenders, the Tranche A Lenders or the Tranche B Lenders in a manner different from its effect on the other classes of Lenders shall become effective unless approved by a majority in interest of each class of Lenders so adversely affected and (ii) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Collateral Agent Issuing Bank hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or the Collateral Agent, as the case may beIssuing Bank. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the such Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend change the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the 97 97 provisions of Section 9.04(j) or 2.16, the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateral"Required Lenders", without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent any Issuing Bank hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may besuch Issuing Bank. (c) Notwithstanding anything the foregoing, any Issuing Bank Agreement may be waived, amended or modified by the parties thereto with the written approval of the Agent if and to the contrary contained extent that such waiver, amendment or modification would be permitted in this Section 9.08, if connection with the Administrative Agent execution and the Borrower shall have jointly identified an obvious error or any error or omission delivery of a technical or immaterial nature in any provision replacement of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofagreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the such Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or any date for reimbursement of an L/C Disbursement, or Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend change the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements provisions of Section 2.172.16, the provisions of Section 9.04(j) this Section, the definition of the "Required Lenders" or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral9.03, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent any Issuing Bank hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may besuch Issuing Bank. (c) Notwithstanding anything the foregoing, any Issuing Bank Agreement may be waived, amended or modified by the parties thereto with the written approval of the Agent if and to the contrary contained extent that such waiver, amendment or modification would be permitted in this Section 9.08, if connection with the Administrative Agent execution and the Borrower shall have jointly identified an obvious error or any error or omission delivery of a technical or immaterial nature in any provision replacement of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofagreement.

Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Fronting Bank or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Fronting Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by Holdings, the Borrower or any other Credit Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any Guarantor in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the provisions of following clause (c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be changed, waived, amended discharged or modified except pursuant to an agreement terminated unless such change, waiver, discharge or agreements termination is in writing entered into signed by the Borrower respective Loan Parties party thereto and the Required Lenders; provided, however, provided that no such agreement shall change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) decrease extend the principal amount of, final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or any scheduled principal payment date reduce the rate or any date for extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest on rates and (y) that any Loan, amendment or waive or excuse any such payment or any part thereof, or decrease modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest on any Loanfor purposes of this clause (i)), without or reduce the prior written consent of each Lender directly adversely affected therebyprincipal amount thereof (except to the extent repaid in cash), (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralCollateral (except as expressly provided in the Loan Documents) under all the Security Documents, without the prior written consent (iii) amend, modify or waive any provision of each Lenderthis Section 9.08, (iv) modify reduce the protections afforded to an SPV percentage specified in the definition of Required 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 provisions determination of Section 9.04(ithe Required Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date) without the written consent of such SPV or (v) reduce consent to the percentage contained in assignment or transfer by the definition Borrower of the term “Required Lenders” without the prior written consent any of each Lenderits rights and obligations under this Agreement; provided further further, that no such agreement change, waiver, discharge or termination shall (u) 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 aggregate Commitments 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), (v) without the consent of the Swingline Lender or, in the case of Letters of Credit, the respective Fronting Bank, amend, modify or otherwise affect waive any provision of Section 2.01(c) or 2.20, respectively, or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Article VIII as same applies to such Agent or any other provision as same relates to the rights or duties obligations of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document such Agent, (x) without the prior written consent of the Administrative Agent or the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), 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 case extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.11 or 2.12 (excluding Section 2.11(a)) (although (x) the Required Lenders may bewaive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Closing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis in the various prepayments or repayments required pursuant to Sections 2.11 and 2.12 (excluding Section 2.11(a)) and any section providing scheduled installments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend any Term Loan Installment Date or the installment otherwise due on such date applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority 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 Supermajority Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Date). (c) Notwithstanding anything to the contrary contained in foregoing, (i) this Section 9.08Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, if the Administrative Agent and the Borrower shall have jointly identified an obvious error (a) to add one or any error or omission more additional credit facilities to this Agreement and to permit the extensions of a technical or immaterial nature credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and extensions of credit under the Revolving Credit Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any provision determination of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days and Supermajority Lenders and (ii) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans ("Refinanced Term Loans") with a replacement term loan tranche hereunder ("Replacement Term Loans"), provided that (a) the aggregate principal amount of such Refinanced Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after notice thereofthe latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; providedprovided that, however, that no such agreement shall (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount ofof any Loan or LC Disbursement or reduce the rate of interest thereon, or extend reduce any Fees payable hereunder, without the written consent of each Lender affected thereby (except in connection with any waiver of the applicability of any post-default increase in interest rates); (iii) postpone the maturity of any Loan, or any scheduled date of payment of or installment otherwise due on the principal payment amount of any Term Loan under Section 2.09, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest on any Loanor fees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any LoanCommitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly adversely affected thereby, ; (iiiv) increase change Section 2.14(b) or extend (c) in a manner that would alter the Commitment pro rata sharing of payments or decrease or extend the date for payment of any Fees of any Lender set-offs required thereby without the prior written consent of such each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02(b)) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder without the pro rata requirements written consent of Section 2.17each Lender (or each Lender of such Class, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in as the case may be); (vi) except as otherwise expressly permitted under this Agreement, (A) release Holdings, Parent, Cayman III, any of a Subsidiary Guarantor, the LuxCos and WH Capital from their respective Guarantees or limit its liability in connection with the sale respect of such Subsidiary Guarantor in a transaction permitted by Section 6.02Guarantee or (B) or release all or substantially all of the CollateralSubsidiary Guarantors from their Guarantees, or limit the liability of all or substantially all of the Subsidiary Guarantors in respect of their Guarantees, in each case without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the written consent of each Lender; or (viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; provided further that that, (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, or the Collateral Agent hereunder or under any other Credit Document Issuing Bank without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, or the Issuing Bank, as the case may be; and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (c) Notwithstanding anything to If, in connection with any proposed change, waiver, discharge or termination of any of the contrary contained in provisions of this Agreement as contemplated by Section 9.0811.02(b), if the Administrative Agent and consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have jointly identified an obvious error the right to replace one or any error more of such non-consenting Lender or omission Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of a technical such replacement each such new Lender consents to the proposed change, waiver, discharge or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereoftermination.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof nor any other Loan Document or any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or waive or excuse the payment of (or extend the date of payment of) any prepayment fee, or reduce the amount thereof, without the prior written consent of each Lender directly adversely affected therebythereby (provided that, for the avoidance of doubt, the Required Lenders may waive any prepayment, and the Required Lenders, the Borrower and Holdings may amend or modify any prepayment provisions), (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, than in connection with the sale sale, disposition, liquidation or dissolution of such Subsidiary Guarantor in a transaction permitted by Section 6.026.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPV SPC or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderLender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral each Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by Holdings, the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (bSection 10.08(b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.18 or in the ABL Intercreditor Agreement or any other intercreditor agreement entered into by the Borrower and the Collateral Agent, to the extent otherwise provided for therein, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan, without the prior written consent of each Lender directly adversely affected therebythereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i); (ii) increase or extend the Commitment of any Lender, or decrease or extend the date for payment of any Fees fees of any Lender without the prior written consent of each Lender directly affected thereby (it being understood such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ); (iii) extend or waive any Installment Date or reduce the amount due on any Installment Date or extend any date on which payment of interest on any Loan or any Fee is due, without the prior written consent of each Lender adversely affected thereby; (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section 10.08 or the definition of the terms “Required Lenders”, “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date); (v) release all or substantially all the Collateral or release any Guarantor (other thanof Holdings, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) Borrower or all or substantially all of the CollateralSubsidiary Loan Parties from their respective Guarantees under the applicable Security Document, unless, in each case, any assets or Equity Interests are sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, (ivexcept in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Required Lenders pursuant to Section 363(k), Section 1129(b)(2)(A)(ii) modify or otherwise under the protections afforded Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to an SPV the Collateral permitted pursuant to the provisions of Section 9.04(i) without Loan Documents (in which case only the written consent of the Required Lenders will be needed for such SPV release); (vi) change the order of application of proceeds of Collateral set forth in Section 2.15(b) or (vmodify the ratable sharing of payments required in Section 2.15(c) reduce the percentage contained in the definition or any other provision of the term “Required Lenders” Loan Documents or any other Loan Obligations, in each case, without the prior written consent of each Lender; or (vii) subject to clause (vi) above, effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment required by Section 2.08 so long as the application of any prepayment still required to be made is not changed), except as provided further in Section 10.08(g); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral AgentAgent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any Assignee of such Lender. Notwithstanding the case foregoing, technical and conforming modifications to the Loan Documents may bebe made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary to integrate any Extended Term Loans in a manner consistent with Section 2.18, as may be necessary to establish such Extended Term Loans as a separate Class or tranche from the existing Loans or Commitments; provided that, no such technical and conforming modifications shall permit such Class or tranche of Extended Term Loans to be paid any amount due and payable thereunder on a greater than pro rata basis with any existing tranche. Except as otherwise expressly provided above, for purposes of determining compliance with the conditions specified in Article 4 or any other matter (excluding any amendment or modification of any provision of this Agreement pursuant to this Section 10.08) requiring the approval, consent or satisfaction of the Required Lenders under this Agreement, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender specifying its objection thereto. (c) Without the consent of the Lead Arrangers or any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement. (d) Notwithstanding the foregoing (but without limiting the rights of the Lenders and the Agents under the provisos to Section 10.08(b)), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (e) The Loan Parties, the Administrative Agent and the Lenders shall, upon the written request of the Borrower, in good faith use commercially reasonable efforts to reasonably promptly enter into a Permitted Restructuring Transactions Amendment, subject to and in accordance with the standards set forth in the definition of Permitted Restructuring Transactions. (f) Notwithstanding anything to the contrary contained in herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (i) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (ii) the date on which payment of interest on any Loan or any fees is due may not be extended without the prior written consent of such Lender, to the extent such Lender is adversely affected thereby, and (iii) this Section 9.0810.08 may not be amended or modified without the prior written consent of such Lender to the extent such Lender is adversely affected thereby. (g) The Administrative Agent and Collateral Agent may, if with the consent of the Borrower only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender. (h) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.18 after the Borrower shall have jointly identified Closing Date that will be included in an obvious error or existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any error or omission of a technical or immaterial nature in any provision of the Credit Documentssuch Lender’s Term Loans), then the Administrative Agent and the Borrower each such Lender shall be permitted deemed to amend have effectuated such provision and such amendment assignments as shall become effective without any further action or consent be required to ensure the foregoing. The “Pro Rata Share” of any other party Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to any Credit Document if the same is not objected to in writing Applicable Date plus the amount of New Class Loans made by such Lender on the Required Lenders within five Business Days after notice thereofApplicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Credit Document and no course Loan Document, or the making of dealing between the Borrower or any other Credit Party and the Administrative AgentLoan, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified except from time to time except, in the case of this Credit and Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to: (i) decrease increase any Tranche Commitment or Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender); (ii) reduce the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, Loan or waive or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon (other than interest pursuant to Section 2.05); or reduce any LoanFees payable hereunder, or change the form or currency of payment of any Secured Obligation, without the prior written consent of each Lender directly adversely affected thereby; (iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (iiB) increase or extend the Commitment or decrease or extend postpone the date for of payment of any Fees Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any Lender increase in the interest rate pursuant to Section 2.05 or any mandatory prepayment pursuant to Section 2.07(b)), in any case, without the prior written consent of such each Lender directly affected thereby; (iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender, ; (iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender; (vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among the Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(jeach Lender directly affected thereby; (vii) or the provisions change any provision of this Section or release any Guarantor 9.07(b) without the written consent of each Lender directly affected thereby; (other than, viii) change the percentage set forth in the case definition of a Subsidiary Guarantor“Required Lenders” or any provision of any Loan Document (including this Section 9.07(b)) specifying the number or percentage of Lenders required to waive, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) amend, or all modify any rights thereunder or substantially all of the Collateralmake any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent; (ivix) modify change or waive any provision of Article VIII as the protections afforded same applies to an SPV pursuant any Agent, or any other provision hereof as the same applies to the provisions rights or obligations of Section 9.04(i) any Agent, in each case, without the written consent of such SPV Agent; or (x) change or (v) reduce the percentage contained in the definition waive any obligation of the term “Required Lenders” Lenders relating to the making of any Loan, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Lenders. Notwithstanding anything to the contrary contained in this Section 9.08Credit and Security Agreement or in any other Loan Document, if the Administrative Agent may amend this Credit and the Borrower shall have jointly identified an obvious error Security Agreement or any error other Loan Document to cure any defect or omission of a technical inconsistency or immaterial nature in any provision of to correct clerical errors or omissions, or to effect clerical changes that are not adverse to the Credit DocumentsBorrower, then the Manager or the Lenders, which amendment shall be effective on the date on which the Administrative Agent provides notice to Borrower and the Borrower shall be permitted to amend Lenders of such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofamendment.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Fees the Commitment Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case definition of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, “Required Lenders” without the prior written consent of each Lender, Lender or (iv) modify release the protections afforded to an SPV pursuant to Guarantor from the provisions of Section 9.04(i) without the written consent of such SPV LLC Guarantee, or (v) reduce the percentage contained limit its liability in the definition respect of the term “Required Lenders” LLC Guarantee, in any case without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Swingline Lender hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral AgentSwingline Lender, as the case may be. (c) . Notwithstanding anything to the contrary contained foregoing, any provision of this Agreement may be amended by an agreement in this Section 9.08writing entered into by the Borrower, if the Required Lenders and the Administrative Agent if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; provided that the Borrower shall have jointly identified an obvious error or may prevent any error or omission of such amendment from becoming effective by a technical or immaterial nature in any provision of the Credit Documents, then notice delivered to the Administrative Agent at any time prior to such effectiveness, in which case the Commitments of the non-consenting Lenders will not terminate and the Borrower their Loans will not be required to be repaid. Each Lender shall be permitted bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to amend such provision and such amendment this Section shall become effective without bind any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofPerson subsequently acquiring a Loan from it.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall (i) other than as provided in Section 2.17(a), decrease the principal amount of, or extend (other than as contemplated in Section 2.16) the maturity of or any scheduled principal payment date or any date for the payment of any interest on on, any LoanLoan or fees, or waive or excuse any such payment or any part thereof, or decrease any fees or the rate of interest on any LoanLoan (other than (A) interest or fees arising in connection with the occurrence of an Event of Default, without (B) the fee described in Section 9.04(b) or (C) amendments to Section 6.11 or the defined terms related to Section 6.11 which shall only require the consent of the Required Lenders), without, in each case, the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the any Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of the Lender holding such LenderCommitment (including pursuant to Section 2.24, if applicable) (it being understood that a waiver of any Default or Event of Default shall not constitute such an increase), (iii) amend or modify release the pro rata requirements of Section 2.17, Borrower from its obligations under the provisions of Section 9.04(j) or the provisions of this Section Loan Documents or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateralvalue of the Guarantee Agreement (except as permitted by Section 5.09(d) or as provided in the Guarantee Agreement), without without, in each case, the written consent of each Lender, or (iv) amend or modify the provisions of Section 2.11(c), the provisions of this Section 9.08(b), the definition of the “Required Lenders”, any other provision of this Agreement that expressly provides that the consent of all Lenders is required or any other provisions requiring payment to be made for the ratable account of the Lenders, without, in each case, the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Swingline Lender hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agentsuch Swingline Lender, as applicable. Notwithstanding anything to the case contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may bebe effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. (c) Notwithstanding anything the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Designating Lender on behalf of its Designated Bank affected thereby, (i) subject such Designated Bank to any additional obligations, (ii) reduce the principal of, interest on, or other amounts due with respect to, the Designated Bank Note made payable to such Designated Bank, or (iii) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to, the Designated Bank Note made payable to the Designated Bank (d) Anything herein to the contrary contained in this notwithstanding, but subject to Section 9.082.17(a), if the Administrative Agent and the Borrower shall have jointly identified an obvious error ambiguity, omission, mistake or any error or omission of a technical or immaterial nature defect in any provision of this Agreement or the Credit other Loan Documents or an inconsistency between a provision of this Agreement and/or a provision of the other Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and to cure such ambiguity, omission, mistake, defect or inconsistency, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Credit Loan Document if the same is not objected to in writing by the Required Lenders do not provide the Administrative Agent with written notice of objection to such amendment within five ten Business Days after following receipt of notice thereof. (e) Notwithstanding anything to the contrary in this Section 9.08, the Administrative Agent and the Borrower may, without the consent of any Lender, (x) enter into amendments or modifications to this Agreement or any of the other Loan Documents or (y) enter into additional Loan Documents, in each case, as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.17(a)(ii) in accordance with the terms of Section 2.17(a)(ii).

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or the payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, or extend the maturity date of any Letter of Credit to a date after the Termination Date (except as provided in Section 3.01(a)), without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.172.18, the last sentence of Section 3.01(a), the provisions of Section 9.04(j) or 10.04(i), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” ”, without the prior written consent of each Lender; provided further that no such agreement shall (A) amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as (B) amend, modify or otherwise affect the case may be. (c) Notwithstanding anything to rights or duties of any Issuing Lender hereunder without the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or prior written consent of such Issuing Lender or (C) amend, modify or otherwise affect the rights or duties of any other party to any Credit Document if Swingline Lender hereunder without the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofprior written consent of such Swingline Lender.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any No Loan Document or provision hereof thereof may be waived, amended or modified except pursuant to except, in the case of this Agreement, by an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the parties thereto with the consent of the Required Lenders; providedprovided that, howeverin addition to the approval of the Required Lenders, that no such agreement shall shall: (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, thereof or decrease the rate of interest on any Term Loan, without the prior written consent of each Lender directly adversely affected thereby, , (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees of any Lender without the prior written consent of such Lender, , (iii) amend or modify the pro rata requirements of Section 2.172.11, the provisions of Section 9.04(j10.04(a) relating to an assignment or other transfer by the provisions Borrower or any other Loan Party of this Section any of its rights or obligations hereunder or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralGuarantors, without the prior written consent of each Lender, , (iv) amend, modify the protections afforded or waive any condition precedent to an SPV pursuant to the provisions any extension of credit set forth in (x) Section 9.04(i10.04(a) without the written consent of such SPV or each Lender; or (v) reduce the percentage contained in the definition of the term “Required Lenders” or the provision of this Section 10.07 without the prior written consent of each LenderLender (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 Term Loan Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may berespectively. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loanof, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on on, extend any Interest Payment Date for, reduce the amount of any Fees payable in connection with or extend the date of the payment of any Fee relating to any Loan, without the prior written consent of the Administrative Agent or each Lender directly adversely affected thereby, , (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase in the Commitment of any Lender, ), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j2.11 in a manner that would by its terms alter the pro rata sharing of payments required thereby or revise the order of the allocation of prepayments, without the prior written consent of each Lender adversely affected thereby, (iv) amend or modify the provisions of this Section 9.08 or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby, (v) release all or substantially all of the Collateral or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) Borrower or all or substantially all of the CollateralLoan Parties from their respective Guarantees hereunder, unless, in the case of a Loan Party, all or substantially all of the Equity Interests of such Loan Party are sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, (vi) effect any waiver, amendment or modification of any Loan Document that would alter the relative priorities of the rights of the Secured Parties as against any other Person without the consent of each Lender, or (ivvii) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i9.08(d) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further . provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or acting as such at the Collateral Agenteffective date of such agreement, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower applicable. Each Lender shall be permitted to amend such provision and such bound by any waiver, amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing modification authorized by the Required Lenders within five Business Days after notice thereof.this Section

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor the other Loan Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement shall (ii)(A) decrease (or waive or excuse the payment of) the principal amount ofof any Loan due to any Lender on the Maturity Date, or (B) extend the maturity of Maturity Date or any scheduled principal payment date or any (C) extend the date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, made by any Lender or (D) decrease the rate of interest on any LoanLoan made by any Lender, in each case, without the prior written consent of each Lender directly adversely affected thereby(excluding from the coverage of this clause (i) interest payable pursuant to Section 2.07 as a result of a default in the prepayment of the principal amount of any Loan for which the Borrower has delivered a notice pursuant to Section 2.11(a), the waiver of which shall be effective upon the consent of the Required Lenders), (ii) increase or extend the Commitment of any Lender past the Maturity Date or decrease or extend the date for payment of any Commitment Fees of any Lender Lender, in each case without the prior written consent of such each Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or 2.15, the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.029.08(b) or all or substantially all the definition of the Collateral, term "Required Lenders" (or any other provision hereof specifying the number of Lenders required to take any action hereunder) without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition release any of the term “Required Lenders” collateral from the Lien created by any Security Document without the prior written consent of each Lender, except as provided in Section 6.05 hereof, Sections 2.04 and 5.15 of the Pledge Agreement and Sections 4 and 8 of the Assignment Agreement, (v) waive any of the provisions of Section 4.02 without the prior written consent of each Lender or (vi) release any guarantor without the prior consent of each Lender; provided further PROVIDED FURTHER, HOWEVER, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral by any Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral each Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Loan Document (other Credit Document than any Hedging Agreement) or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided that no such agreement shall shall: (i) decrease increase the Term Loan Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount ofor premium, if any, of any Term Loan or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby; (iii) postpone or extend the maturity of or any scheduled principal payment date Term Loan, or any date for the payment of any interest on any Loanor fees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loanpayment, without the prior written consent of each Lender directly adversely affected thereby; (iv) change Section 2.14(b) or (c) or Section 9.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such each Lender; (v) solely in connection with a Permitted Acquisition, (iiiA) increase the total Term Loan Commitments set forth on Annex I hereto, (B) increase the maximum Total Leverage Ratio permitted under Section 6.10(b) or (C) amend or modify clause (ii)(A)(ii) of the pro rata requirements definition of Section 2.17“Permitted Acquisition,” in each case, without the provisions written consent of Section 9.04(jeach Lender; (vi) change the percentage set forth in the definition of “Required Lenders” or the provisions any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; (vii) release any Guarantor from its Guarantee (other thanexcept as expressly provided in Article VII), or limit its liability in the case of a Subsidiary Guarantor, in connection with the sale respect of such Subsidiary Guarantor in a transaction permitted by Section 6.02Guarantee, without the written consent of each Lender; (viii) or release all or substantially all of the CollateralCollateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the prior written consent of each Lender, ; (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (vix) reduce the percentage contained in the definition amount of the term “Required Lenders” Term Loans, extend the date of any scheduled payment on the Term Loans required to be made under Section 2.09, or change the application of prepayments of Term Loans set forth in Section 2.09 without the prior consent of the Required Consenting Parties; (x) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; provided further or (xi) waive, amend, supplement or modify any provisions of the Intercreditor Agreement, without the written consent of the Supermajority Lenders; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c2) Notwithstanding anything any waiver, amendment or modification prior to the contrary contained achievement of a successful syndication of the credit facilities provided herein (as determined by the Arranger in its sole discretion) may not be effected without the written consent of the Arranger. Notwithstanding the foregoing, any provision of this Section 9.08Agreement may be amended by an agreement in writing entered into by Borrower, if the Required Lenders and the Administrative Agent and if (x) by the Borrower terms of such agreement the Term Loan Commitment of each Lender not consenting to the amendment provided for therein shall have jointly identified an obvious error or any error or omission terminate upon the effectiveness of a technical or immaterial nature such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in any provision full of the Credit Documentsprincipal of, then the Administrative Agent premium, if any, and the Borrower shall be permitted interest accrued on each Term Loan made by it and all other amounts owing to amend such provision it or accrued for its account under this Agreement, and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same (z) Section 2.16(b) is not objected to in writing by the Required Lenders within five Business Days after notice thereofcomplied with.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuer in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders Issuers hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the any Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower in any case shall entitle the such Borrower to any further notice or shall entitle such Borrower or any other or further Borrower to notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or date fixed for payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, (iii) release any Borrower from its obligations to repay the principal amount of any Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof) without the prior written consent of such Lender, (iv) amend or modify the pro rata requirements provisions of Section 2.17Sections 2.14 and 2.15, the provisions of Section 9.04(j) or Article VIII, the provisions of this Section or release any Guarantor (other than, in the case definition of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral“Required Lenders”, without the prior written consent of each LenderLender , (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or (vi) amend, modify or otherwise affect the Collateral Agentrights or duties of an Issuer under Section 2.22 without the prior written consent of such Issuer. Each Lender, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent each Issuer and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower each assignee thereof shall be permitted to amend such provision and such bound by any waiver, consent, amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing modification authorized by the Required Lenders within five Business Days after notice thereofthis Section.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Credit Document and no course Loan Document, or the making of dealing between the Borrower or any other Credit Party and the Administrative AgentLoan, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified except from time to time except, in the case of this Credit and Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to: (i) decrease increase any Tranche Commitment or Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender); (ii) reduce the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, Loan or waive or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon (other than interest pursuant to Section 2.05); or reduce any LoanFees payable hereunder, or change the form or currency of payment of any Secured Obligation, without the prior written consent of each Lender directly adversely affected thereby; (iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (iiB) increase or extend the Commitment or decrease or extend postpone the date for of payment of any Fees Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any Lender increase in the interest rate pursuant to Section 2.05 or any mandatory prepayment pursuant to Section 2.07( b)), in any case, without the prior written consent of such each Lender directly affected thereby; (iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender, ; (iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender; (vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among the Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(jeach Lender directly affected thereby; (vii) or the provisions change any provision of this Section or release any Guarantor 9.07( b) without the written consent of each Lender directly affected thereby; (other than, viii) change the percentage set forth in the case definition of a Subsidiary Guarantor“Required Lenders” or any provision of any Loan Document (including this Section 9.07( b)) specifying the number or percentage of Lenders required to waive, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) amend, or all modify any rights thereunder or substantially all of the Collateralmake any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent; (ivix) modify change or waive any provision of Article VIII as the protections afforded same applies to an SPV pursuant any Agent, or any other provision hereof as the same applies to the provisions rights or obligations of Section 9.04(i) any Agent, in each case, without the written consent of such SPV Agent; or (x) change or (v) reduce the percentage contained in the definition waive any obligation of the term “Required Lenders” Lenders relating to the making of any Loan, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Lenders. Notwithstanding anything to the contrary contained in this Section 9.08Credit and Security Agreement or in any other Loan Document, if the Administrative Agent may amend this Credit and the Borrower shall have jointly identified an obvious error Security Agreement or any error other Loan Document to cure any defect or omission of a technical inconsistency or immaterial nature in any provision of to correct clerical errors or omissions, or to effect clerical changes that are not adverse to the Credit DocumentsBorrower, then the Manager or the Lenders, which amendment shall be effective on the date on which the Administrative Agent provides notice to Borrower and the Borrower shall be permitted to amend Lenders of such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofamendment.

Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral each Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 10.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.16(c), Section 2.20(g), Section 2.21(c) and Sections 10.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided that no such agreement shall shall: (i) decrease increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood and agreed that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default (or any definition used, respectively, therein), mandatory prepayment or mandatory reduction of the Commitments shall constitute an increase in or extension of the expiry date of the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount ofor premium, if any, of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly and adversely affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)); (iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan under Section 2.09, or the required date of payment date of any Reimbursement Obligation, or any date for the payment of any interest on any Loanor fees payable hereunder, or reduce the amount of, waive or excuse any such payment or (other than a waiver of any part thereofincrease in the interest rate pursuant to Section 2.06(c)), or decrease postpone the rate scheduled date of interest on expiration of any LoanCommitment, without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood and agreed that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default (ii) increase or extend any definition used, respectively, therein), mandatory prepayment or mandatory reduction of the Commitment Commitments shall not constitute an extension of the maturity date or decrease or extend the date for other scheduled payment of any Fees Loan or constitute an extension of the expiration date of any Lender Lender’s commitment); (iv) change Section 2.14(b) or (c) or Section 8.04 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the prior written consent of such each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the pro rata requirements written consent of Section 2.17, the provisions of Section 9.04(jeach Lender; (vi) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralGuarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the prior written consent of each Lender; (vii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (viii) change Section 10.04(h) without the consent of each Granting Lender all or any part of whose Loans are being funded by any SPC at the time of any such amendment, waiver or other modification; (ix) change Section 10.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; (x) permit assignments by any Loan Party of its rights or obligations under the Credit Facilities without the written consent of each Lender, the Administrative Agent, the Collateral Agent; or (ivxi) modify subordinate the protections afforded Obligations under the Loan Documents to an SPV pursuant any other Indebtedness; provided, further, nothing herein shall be construed to require the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderLender to the conversion of the Loans into the Exit Facility Credit Agreement as provided in Section 2.04; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or and/or the Collateral Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.16(b) is complied with. (c) Notwithstanding anything Without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the contrary contained extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any Property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, (x) this Section 9.08Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, if the Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the Borrower shall have jointly identified an obvious error or any error or omission extensions of a technical or immaterial nature credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any provision determination of the Credit Documents, then Required Lenders; (y) Borrower and the Administrative Agent may enter into amendments to this Agreement and the other Loan Documents in accordance with the provisions of Section 2.19, Section 2.20 and Section 2.21; and (z) the Loan Documents may be amended, modified, supplemented or waived with the consent of the Administrative Agent (at the direction of the Required Lenders) at the request of the Borrower if such amendment, modification, supplement or waiver is delivered in order to (a) comply with local Requirements of Law or advice of counsel or (b) cure any ambiguity, omission or mistake, in each case, so long as such amendment, modification, supplement or waiver does not directly and adversely affect the rights of any Lender and such amendment, modification, supplement or shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing deemed approved by the Required Lenders if such Lenders shall have received at least five Business Days’ prior written notice of such change and the Administrative Agent shall not have received, within five Business Days after of the date of such notice thereofto the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.07(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither Except for extending the Commitments in accordance with the procedures specified in Section 1.04 or replacing any Lender in accordance with the procedures specified in Section 2.11, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of of, or any scheduled principal payment date or any date for the payment of any interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.13, Section 2.14, this Section 11.07 or the provisions definition of this Section “Required Lenders,” or release any Guarantor (other thanprovision hereof specifying the number or percentage of Lenders required to waive, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) amend or all modify any rights hereunder or substantially all of the Collateralmake any determination or grant any consent hereunder, without the prior written consent of each Lender, or (iv) modify amend the protections afforded to an SPV pursuant to the provisions last sentences of Section 9.04(i) without the written consent of such SPV Sections 4.14, 6.04 or (v) reduce the percentage contained in the definition of the term “Required Lenders” 7.07 without the prior written consent of Required Lenders and each LenderLender incorporated or organized under the laws of the Federal Republic of Germany; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent. Any waiver, amendment or modification authorized by this Section 11.07 shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent or and all future holders of the Collateral Agent, as the case may beLoans. (c) Notwithstanding anything Any request by the Borrower for a modification, amendment or waiver of any provision of this Agreement or any other Loan Document shall be made in writing to the contrary contained in Administrative Agent and the Administrative Agent shall promptly communicate such request to the Lenders. Any such waiver, consent or approval granted by the Required Lenders (and such other Persons as may be required under this Section 9.0811.07) shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in the same, if similar or other circumstances. (d) No waiver by the Administrative Agent or any Lender of any breach or default of or by the Borrower under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring. (e) In connection with any waiver, determination or direction relating to any part of Sections 4.14, 6.04(c) or 7.07 of which a Lender does not have the benefit, the Commitment and Loans of that Lender will be excluded for the purpose of determining whether the consent of the requisite Lenders has been obtained or whether the determination or direction by the requisite Lenders has been made (f) If the Administrative Agent and the Borrower shall have jointly identified an obvious acting together identify any ambiguity, omission, mistake, typographical error or any error or omission of a technical or immaterial nature other defect in any provision of the Credit Documentsthis Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofthis Agreement.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Bondholder Designee, the Collateral Agent or any Lender or Holder in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Bondholder Designee and the Lenders and Holders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, the Bondholder Designee and the Required LendersAdministrative Agent; provided, however, that that, subject to the last sentence of this clause (b), no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanRevolving Loan or Revolving Note (it being agreed that mandatory prepayments or redemptions pursuant to Section 2.10 may be postponed, delayed, reduced, waived or modified with the consent of the Bondholder Designee), or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanRevolving Loan or Revolving Note (it being agreed that waiver of the Default Rate shall require the consent of the Administrative Agent and the Bondholder Designee), without the prior written consent of each Lender or Holder directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.03(h) without the written consent of such SPC and (iv) amend any provision hereof requiring the Bondholder Designee or the provisions a specific number or percentage of this Section Lenders to amend or release consent to any Guarantor (other thanaction, in the each case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each LenderLender or the Bondholder Designee, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lenderas applicable; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Bondholder Designee or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent Agent, the Bondholder Designee, if applicable the Lenders, or the Collateral Agent, as applicable. Notwithstanding anything in this Agreement (including this clause (b)) to the case contrary, the Lenders agree that the Bondholder Designee may beagree, on behalf of all Lenders, to any waiver, amendment or modification to this Agreement and the other Loan Documents that modifies the Loan Document Obligations in any manner (including, without limitation, the manner of satisfaction of such Loan Document Obligations) determined by the Bondholder Designee so long as such treatment is ratable as to all such Lenders. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the The Administrative Agent and the Borrower shall have jointly identified an obvious error may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any error Lender or omission of a technical or immaterial nature in any provision of the Credit DocumentsBondholder Designee; provided, then the Administrative Agent and the Borrower shall be permitted to amend such provision and however, that no such amendment shall become effective until the fifth Business Day after it has been delivered to the Bondholder Designee and the Lenders or otherwise posted for their attention on the Platform, and then only if the Bondholder Designee or, if applicable, the Lenders, have not objected in writing thereto within such five Business Day period. (d) Notwithstanding anything herein to the contrary, each Lender hereunder hereby irrevocably appoints the Bondholder Designee and any successor as its true and lawful attorney-in-fact to take any action, exercise any right or remedy or provide any consent or waiver under the Loan Documents. It is further agreed that no Lender may take any action, exercise any right or remedy or provide any consent or waiver under the Loan Documents without any further action or the prior written consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofBondholder Designee.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the any Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 10.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower in any case shall entitle the such Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any LoanLoan or Fees, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend change the date for payment of any Facility Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or 2.16, the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateral"Required Lenders", without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders Issuing Banks hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither Except as otherwise expressly set forth in this Agreement (including Section 2.07(f) and Section 10.20), neither any Loan Document nor any provision hereof thereof (excluding letter of credit applications, which may be waived, amended or otherwise modified by agreement of the Borrower and the applicable Issuing Bank) may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) without the consent of the applicable Lender, (A) decrease the principal of or the rate of interest on such Lender’s Loans or the Fees payable to such Lender, (B) extend the date for any scheduled payment of principal of or interest on such Lender’s Loans or the Fees payable to such Lender, or (C) increasethe amount of, or extend the maturity expiration date of such Lender’s Commitment, or (ii) without the consent of each Lender, (A) decrease the principal of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected therebyLC Disbursement, (iiB) increase or extend the Commitment or decrease or extend the date for any scheduled payment of principal of or interest on any Fees LC Disbursement, (C) extend the expiration date of any Lender without Letter of Credit after the prior written consent of such LenderExpiration Date has occurred, (iiiD) amend or modify release the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section First Mortgage Bond or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateralcollateral therefor, without the prior written consent of in each Lender, (iv) modify the protections afforded to an SPV such case except pursuant to Article VIII, or (E) amend or modify the provisions of Section 9.04(i) without 2.15, the written consent provisions of such SPV or (v) reduce the percentage contained in this Section, the definition of the term “Required Lenders” without or any other provision requiring the prior written consent or agreement of each Lenderof the Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank under the Collateral Agent hereunder or under any other Credit Document Loan Documents without the prior written consent of the Administrative Agent or the Collateral Agentsuch Issuing Bank, as the case may be. (c) Notwithstanding anything to the contrary contained in . Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 9.08, if the Administrative Agent and the Borrower regardless of whether its Note shall have jointly identified an obvious error been marked to make reference thereto, and any consent by any Lender or any error or omission holder of a technical Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower not such Note shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofhave been so marked.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount (other than on account of payment or prepayment) of, or extend or advance the maturity of or any scheduled principal payment date or any date for the payment of any principal of or interest on on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend change the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or 2.08, the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, Lender or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.15 or Section 9.04(h), the provisions of this Section or the definition of "Required Lenders", or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the CollateralCollateral or of the Guarantees of the Subsidiary Guarantors pursuant to the Guarantee and Collateral Agreement (except as provided therein or in Section 9.13), without the prior written consent of each Lender; provided, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Lender shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower any consent by any Lender pursuant to this Section shall have jointly identified an obvious error or bind any error or omission assignee of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent its rights and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Loan Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which it is given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, the Administrative Agent and the Required Lenders; provided, however, provided that no such agreement shall shall: (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, ; (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such LenderLender (other than a waiver of default interest, which shall only require the consent of the Required Lenders); (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.026.05) or all or substantially all of the CollateralCollateral or value thereof, without the prior written consent of each Lender, ; (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or SPV; or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderLender (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 Term Loan Commitments on the date hereof); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in this Section 9.08, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereof.. ​

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender Bank in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Banks hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required LendersBanks; providedPROVIDED, howeverHOWEVER, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely holder of a Note affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any Commitment Fees of any Lender Bank without the prior written consent of such Lenderthe Banks, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or 2.14, the provisions of this Section or release any Guarantor (other than, in the case definition of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral"Required Banks", without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderBank; provided further PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent. Each Bank and each holder of a Note shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower regardless of whether its Note shall have jointly identified an obvious error been marked to make reference thereto, and any consent by any Bank or any error or omission holder of a technical Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower not such Note shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofhave been so marked.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Credit Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Credit Loan Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Subject to Sections 1.04 and 10.20 and the definition of “Applicable Rate” contained in Section 1.01, neither any Loan Document nor any provision hereof thereof may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) without the consent of the applicable Lender, (A) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without such Lender’s Loans or the prior written consent of each Lender directly adversely affected therebyFees payable to such Lender, (iiB) increase or extend the Commitment or decrease or extend the date for any scheduled payment of any principal of or interest on such Lender’s Loans or the Fees of any Lender without payable to such Lender, or (C) increase the prior written consent amount or extend the expiration date of such Lender’s Commitment, or (iiiii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) amend or modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without 2.15, the written consent provisions of such SPV or (v) reduce the percentage contained in this Section, the definition of the term “Required Lenders” without or any other provision requiring the prior written consent or agreement of each Lenderof the Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or under the Collateral Agent hereunder or under any other Credit Document Loan Documents without the prior written consent of the Administrative Agent Agent. Each Lender and each holder of a Note shall be bound by any waiver, amendment or the Collateral Agent, as the case may be. (c) Notwithstanding anything to the contrary contained in modification authorized by this Section 9.08, if the Administrative Agent and the Borrower regardless of whether its Note shall have jointly identified an obvious error been marked to make reference thereto, and any consent by any Lender or any error or omission holder of a technical Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower not such Note shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofhave been so marked.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Fronting Bank or any Lender in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Fronting Banks and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on on, any LoanLoan or reimbursement obligation in respect of a Letter of Credit or date for the payment of any Facility Fee or LC Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any LoanLoan or any reimbursement obligation in respect of a Letter of Credit, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment of any Lender, decrease the Facility Fee or decrease or extend the date for payment of any Fees of LC Fee payable to any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) 2.13, 2.14 or Section 8.04(h), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “"Required Lenders” ", without the prior written consent of each Lender; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent any Fronting Bank hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agentapplicable Fronting Bank, as the case may be. (c) Notwithstanding anything . Each Lender and each Fronting Bank shall be bound by any waiver, amendment or modification authorized by this Section, and any consent by any Lender, the Agent or any Fronting Bank pursuant to the contrary contained in this Section 9.08, if the Administrative Agent shall bind any assignee of its rights and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofinterests hereunder.

Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank, the Loan Insurer or any Lender Secured Party in exercising any power or right hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank, the Loan Insurer and the Lenders Secured Parties hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither If, and only if, the Loan Insurer is not the Controlling Party, then, except as set forth in Section 8.01 or as otherwise expressly provided for herein, (i) this Agreement nor any provision hereof may not be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by by, the Borrower and the Required Lenders and (ii) the Administrative Agent shall not provide any direction or instruction to the Collateral Agent under the Collateral Agency Agreement without the prior consent of the Required Lenders; provided, however, that no such agreement or direction shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (iiB) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iiiC) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or ), the provisions of this Section or release any Guarantor (other than, in the case of a Subsidiary Guarantor, in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.02) or all or substantially all definition of the Collateral, term “Required Lenders,” without the prior written consent of each Lender, (ivD) release all or any substantial part of the Collateral without the prior written consent of each Lender, (E) change the provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class or (F) modify the protections afforded to an SPV a SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderSPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent Agent, the Issuing Bank or the Collateral Agent, Agent as the case may beapplicable. (c) Notwithstanding anything Each Lender and Agent acknowledges that its voting rights with respect to matters hereunder and under the other Collateral Documents are limited to the contrary contained extent provided in this Section 9.08, if the Administrative Agent Article X hereof and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision terms of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days after notice thereofCollateral Agency Agreement.