Common use of Waivers; Amendments Clause in Contracts

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Agreement Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the holders of Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Company or any other Loan Document Subsidiary (as defined in the Purchase Agreement) or Affiliate (as defined in the Purchase Agreement) thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to any departure by purchase upon exercise of this Warrant, the Borrower therefrom shall Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section 8.2 or Article III, IV or V or Section 1.5. The provisions of the Purchase Agreement may be amended, modified or waived only in any event be effective unless accordance with the same respective provisions thereof. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section or the applicable provisions of the Purchase Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any waiversuch amendment, modification or waiver the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrendered for registration of transfer or exchange. No notice or demand on the other Loan Documents, and Company in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Company to any subsequent other or future notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Agreement Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the holders of Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Company or any other Subsidiary (as defined in the Loan Document Agreement) or Affiliate (as defined in the Loan Agreement) thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to any departure by purchase upon exercise of this Warrant, the Borrower therefrom shall Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section or Article III or IV or Section 1.5, 5.2 or 5.4. The provisions of the Loan Agreement may be amended, modified or waived only in any event be effective unless accordance with the same respective provisions thereof. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section or the applicable provisions of the Loan Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any such amendment, modification or waiver, the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default made on all Warrants thereafter surrendered for registration of transfer or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonexchange.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, or delay by any other Agent, the Issuing Bank Credit Party in exercising any right or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders Credit Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank Credit Party may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 7.01 for the benefit of all the Lenders; provided that the foregoing shall be restored not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) each Swingline Lender from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as a Swingline Lender, as applicable) hereunder and under the other Loan Documents, (iii) any Default Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.18) or Event (iv) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent Loan Party under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 7.01 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights or other Default or Event of Default or impair any right consequent thereonremedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Lenders Administrative Agent in accordance with Article VII for the benefit of all the Lenders, the Issuing Bank and the Administrative Agent; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.18), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article VII and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 2.18, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Agreement Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the holders of Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Company or any other Loan Document Subsidiary (as defined in the Credit Agreement) or Affiliate (as defined in the Credit Agreement) thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to any departure by purchase upon exercise of this Warrant, the Borrower therefrom shall Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section or Article III, IV, V or Section 1.5. Any such amendment, modification or waiver effected pursuant to and in any event be effective unless accordance with the same provisions of this Section or the applicable provisions of the Credit Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any such amendment, modification or waiver, the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default made on all Warrants thereafter surrendered for registration of transfer or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonexchange.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents ofthe Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Agreement Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the Warrantholders holding Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of all the outstanding Warrants (exclusive of Warrants then owned by the Company or any other Loan Document Subsidiary or Affiliate of the Company); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to any departure by purchase upon exercise of this Warrant, the Borrower therefrom shall Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section 7.2 or Articles III, IV, Section 1.5 or the definition of Fair Market Value in any event be effective unless Article VI and (ii) no amendment, modification or waiver shall, without the same written consent of the holders of a majority of Registrable Shares, amend, modify or waive the provisions of Article V. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any such amendment, modification or waiver, the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default made on all Warrants thereafter surrendered for registration of transfer or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonexchange.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Corporation and the Warrantholders voting as a single class, entitling such Warrantholders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Corporation or any Subsidiary or Affiliate thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of each holder of Warrants whose interest might be adversely affected by such amendment, modification or waiver, (a) change the number of shares of Common Stock subject to purchase upon exercise of this Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section or Article III, IV or V hereof. The provisions of the Securities Purchase Agreement, the Shareholders' Agreement and the Registration Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to this Section or the applicable provisions of the Securities Purchase Agreement, the Shareholders' Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Registration Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Stock, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCorporation. In the case event of any such amendment, modification or waiver, the BorrowerCorporation shall give prompt notice thereof to all Warrantholders and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrendered for registration of transfer or exchange. No notice or demand on the other Loan Documents, and Corporation in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Corporation to any subsequent other or further notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In Notwithstanding the case foregoing Borrower and Administrative Agent may, without the consent of any waiver, the Borrower, the other Loan PartiesLenders, the Lenders amend, modify or supplement this Agreement and the Administrative Agent shall be restored to their former positions and rights hereunder and under the any other Loan DocumentsDocument to cure any ambiguity, and any Default omission, typographical error, defect or Event inconsistency if such amendment, modification or supplement of Default waived shall be deemed the same is not objected to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event in writing by the Required Lenders within five Business Days following receipt of Default or impair any right consequent thereonnotice thereof.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 12.02(b)11.02, 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 any Letter of Credit or the making of any Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the each Borrower, the other Loan Parties, Administrative Agent and the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default so waived shall be deemed to be cured and not continuing; it being understood that no . No such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. Any provision of this Warrant may be amended or waived with (but only with) the written consent of the Company and the Requisite Holders; provided that no such amendment or waiver shall, without the written consent of the Company and the Warrant Holder, (a) change the number of Warrant Shares issuable upon exercise of the Warrant or the Exercise Price, (b) shorten the Expiration Date, or (c) amend, modify or waive the provisions of this Section or the definition of “Requisite Holders.” Any amendment or waiver effected in compliance with this Section shall be binding upon the Company and the Warrant Holder. The Company shall give prompt notice to the Warrant Holder of any amendment or waiver effected in compliance with this Section. No failure on the part or delay of the Administrative Agent, Company or the Warrant Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof thereon or the exercise of any other right, power right or privilegepower. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Company and the Lenders Warrant Holder hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), Confidential and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenProprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeTHE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonOMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, or delay by any other Agent, the Issuing Bank Credit Party in exercising any right or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and Credit Parties under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they the Credit Parties would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by except as provided in Section 12.02(b10.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank Credit Party may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case contrary contained herein or in any other Credit Document but subject to the terms of any waiver, the Borrower, the other Loan Parties, the Lenders and intercreditor agreement entered into by the Administrative Agent shall be restored and applicable with respect to their former positions this Credit Agreement and the Obligations hereunder, the authority to enforce rights and remedies hereunder and under the other Loan Credit Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.2 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.8 (subject to the terms of Section 2.6(g)), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Default or Event Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.2 and (ii) in addition to the matters set forth in clauses (b) and (c) of Default waived shall be deemed the preceding proviso and subject to be cured Section 2.6(g), any Lender may, with the consent of the Required Lenders, enforce any rights and not continuing; remedies available to it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonand as authorized by the Required Lenders.

Waivers; Amendments. This Agreement and the provisions hereof may not be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto; provided, that, notwithstanding the foregoing, (a) this Agreement and the provisions hereof may not be waived, amended or modified unless such waiver, amendment or modification is permitted pursuant to the Loan Documents, (b) any update to the schedules hereto delivered pursuant to Section 3.03(e) shall not constitute an amendment or modification to this Agreement for purposes of this Section 6.02, (c) the execution and delivery of any Supplement pursuant to Section 6.15, and any update to the schedules hereto pursuant to a Supplement, shall not constitute an amendment or modification to this Agreement for purposes of this Section 6.02, and (d) in connection with the occurrence of any event, or the satisfaction of any condition, that requires the obligations under any Other Senior Notes Indenture, pursuant to the terms and provisions of such Other Senior Notes Indenture, to become Secured Obligations, this Agreement may be amended by the Company and the Collateral Agent to include as Secured Obligations any obligations under such Other Senior Notes Indenture as required by such Other Senior Notes Indenture. No failure on or delay by the part of the Administrative Agent, Collateral Agent or any other Agent, the Issuing Bank Secured Party in exercising any right or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, Collateral Agent and any other Agent, the Issuing Bank and the Lenders Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Grantor therefrom shall in any event be effective unless the same shall be permitted by this Section 12.02(b)6.02, and then such waiver or consent shall be effective only in the specific instance and for the specific 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising ------------------- any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Corporation and the Warrantholders voting as a single class, entitling such Warrantholders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Corporation or any Subsidiary or Affiliate thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of each holder of Warrants whose interest might be adversely affected by such amendment, modification or waiver, (a) change the number of shares of Common Stock subject to purchase upon exercise of this Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section or Article III, IV or V hereof. The provisions of the Securities Purchase Agreement, the Shareholders' Agreement and the Registration Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to this Section or the applicable provisions of the Securities Purchase Agreement, the Shareholders' Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Registration Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Stock, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCorporation. In the case event of any such amendment, modification or waiver, the BorrowerCorporation shall give prompt notice thereof to all Warrantholders and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrendered for registration of transfer or exchange. No notice or demand on the other Loan Documents, and Corporation in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Corporation to any subsequent other or further notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Bank; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Borrower shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with the last paragraph of Article VII for the benefit of all the Lenders; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.18) or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Default or Event Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to the last paragraph of Default waived shall be deemed Article VII and (ii) in addition to be cured the matters set forth in clauses (b), and not continuing; (c) the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonand as authorized by the Required Lenders.

Waivers; Amendments. (a) No waiver of any Default or Event of Default shall be a waiver of any other Default or Event of Default. No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. No course of dealing between either of the Borrowers or any other Loan Party and any Lender, power the Issuing Bank or privilegethe Administrative Agent shall operate as a waiver of any right of any Lender, the Issuing Bank or the Administrative Agent. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by either of the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Person shall entitle any Person to any or notice or demand in similar or other circumstances. 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 7.01 for the benefit of all the Lenders and the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank hereunder and under the other Loan Documents), (c) any Default Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.18), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 7.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 2.18, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Agreement Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the holders of Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Company or any other Loan Document Subsidiary (as defined in the Purchase Agreement) or Affiliate (as defined in the Purchase Agreement) thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to any departure by purchase upon exercise of this Warrant, the Borrower therefrom shall Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section 7.2 or Article III, IV or V or Section 1.5. The provisions of the Purchase Agreement may be amended, modified or waived only in any event be effective unless accordance with the same respective provisions thereof. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section or the applicable provisions of the Purchase Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any waiversuch amendment, modification or waiver the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrendered for registration of transfer or exchange. No notice or demand on the other Loan Documents, and Company in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Company to any subsequent other or future notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agentany Bank, any other Agent, Agent or the Issuing Bank or FI Trustee in exercising any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other AgentBanks, the Issuing Bank Agents and the Lenders FI Trustee hereunder and under the other Loan Documents documents and agreements entered into in connection herewith are cumulative and are not exclusive of any rights or remedies that which they would otherwise other- wise have. No waiver of any provision of this Agreement or any Promissory Note or any other Loan Document such document or agreement or consent to any departure by the Borrower FI or FCX therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)authorized as provided 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. Without limiting the generality No notice or demand on FI or FCX in any case shall entitle FI or FCX to any other or further notice or demand in similar or other circumstances. Each holder of any of the foregoingPromissory Notes shall be bound by any amendment, modification, waiver or consent authorized as provided herein, whether or not such Promissory Note shall have been marked to indicate such amendment, modification, waiver or consent. To the making extent that FI may now or hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement, to claim for itself or its property, assets or revenues any immunity (whether by reason of sovereignty or otherwise) from suit, jurisdiction of any court, attachment prior to judgment, setoff, execution of a Loan judgment or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, from any other Agent, any Lender legal process or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documentsremedy, and any Default to the extent that there may be attributed to FI such an immunity (whether or Event of Default waived shall be deemed not claimed), FI hereby irrevocably agrees not to be cured claim and not continuing; it being understood that no hereby irrevocably waives such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonimmunity.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the any Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by EXLP or the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. Any term, covenant, agreement or condition of this Agreement or any other Credit Document may be amended or waived, and any consent under this Agreement or any other Credit Document may be given, if such amendment, waiver or consent is in writing and is signed by Borrower and the Required Banks; PROVIDED, HOWEVER, that (a) any amendment, waiver or consent which (i) increases the Total Commitment, (ii) extends the Scheduled Reduction Date or the Revolving Loan Maturity Date (subject to the further restrictions on Revolver Extension Requests set forth in SUBPARAGRAPH 2.01(h)), (iii) reduces the principal of or interest on any Loan or the Reimbursement Obligations with respect to any Letter of Credit or any fees or other amounts payable for the account of the Banks hereunder, (iv) postpones any date fixed for any payment of the principal of or interest on any Loans or any fees or other amounts payable for the account of the Banks hereunder or thereunder, (v) amends this PARAGRAPH 8.04, or (vi) amends the definition of Required Banks, must be in writing and signed by all Banks, (b) any amendment, waiver or consent which increases or decreases the Proportionate Share or Commitment of any Bank must be in writing and signed by such Bank, and (c) any amendment, waiver or consent which affects the rights of Agent must be in writing and signed by Agent. No failure on or delay by Agent or the part of the Administrative Agent, Banks in exercising any right hereunder or under any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Credit Document shall operate as a waiver thereof, thereof or of any other right nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents such right preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would Unless otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall specified in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (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 case of any waiver, Borrower and the Borrower, Required Lenders or by the other Loan Parties, the Lenders Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such waiver agreement shall extend (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any subsequent rights hereunder or other Default make any determination or Event grant any consent hereunder, without the written consent of Default each Lender; provided further that no such agreement shall amend, modify or impair any right consequent thereon.otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. SECTION 9.03

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Bank; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Collateral Agent in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Collateral Agent and the Lenders other Secured Parties hereunder and under the other Loan Secured Transaction Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guarantee and Security Agreement or any other Loan Secured Transaction Document or consent to any departure by the Borrower any Grantor therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting No notice or demand on any Grantor in any case shall entitle such Grantor to any other or further notice or demand in similar or other circumstances. Neither this Guarantee and Security Agreement nor any provision hereof may be waived, amended, supplemented or otherwise modified, or any departure therefrom consented to, except pursuant to an agreement or agreements in writing entered into by the generality Grantors and Investors holding more than a majority of the foregoingaggregate principal amount of the Senior Secured Notes then outstanding, 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood provided that no such waiver agreement shall extend waive, amend, supplement or otherwise modify, or consent to any subsequent a departure to, the rights or other Default or Event duties of Default or impair any right consequent thereonthe Collateral Agent hereunder without the prior written consent of the Collateral Agent.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01, or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be is permitted by paragraph (b) of this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by law, the making of a Loan or the issuance of a any Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In (b) Subject to clauses (A), (B), (C) and (D) of this Section 9.02(b) and Sections 9.02(c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Lead Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the Borrower, the terms of such other Loan PartiesDocuments), the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under each Loan Party that is party thereto, with the other Loan Documentsconsent of the Required Lenders; provided that, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.notwithstanding the foregoing:

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in ------------------- exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the Holders of Warrants, voting as a single class, entitling such Holders to purchase 66 2/3% of the aggregate Warrant Shares (exclusive of Warrants then owned by the Company or any Subsidiary thereof); provided, however, that no such amendment, modification or waiver shall, with the written consent of each Holder whose interest might be adversely affected by such amendment, modification or waiver, (a) change the number of shares of Common Stock subject to purchase upon exercise of this Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section 17.1. The provisions of the Securities Purchase Agreement and the Stockholders Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to this Section or the applicable provisions of the Securities Purchase Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Stockholders Agreement shall be permitted by Section 12.02(b)binding upon the Holders of all Warrants and Warrant Shares, upon each future Holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any waiversuch amendment, modification or waiver the BorrowerCompany shall give prompt notice thereof to all Holders and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrendered for registration of Transfer or exchange. No notice or demand on the other Loan Documents, and Company in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Company to any subsequent other or further notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, the Collateral Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, the Collateral Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit no Borrowing shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other the Collateral Agent, any other Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent and the Collateral Agent in accordance with Section 10.02 for the benefit of all of the Secured Parties; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent or the Collateral Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or (c) any Lender from filing proofs of claim or appearing and any Default or Event filing pleadings on its own behalf during the pendency of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend a proceeding relative to any subsequent Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent or the Collateral Agent hereunder and under the other Default or Event Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Administrative Agent and the Collateral Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Swingline Lender, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Swingline Lender, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, the Swingline Lender, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of Secured Parties; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on or delay by the part of the Administrative Agent, Lender in exercising any other Agent, the Issuing Bank right or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 12.02(b)10.02, 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, in no event shall the making of a any Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other each Loan Parties, the Lenders Party and the Administrative Agent Lender shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default so waived shall be deemed to be cured and not continuing; it being understood that no . No such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. (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, the Company and the Lender.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In 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) Except as otherwise set forth in this Agreement, including as provided in Section 2.20 with respect to any Incremental Facilities and Section 2.24 with respect to any Loan Modification Agreement, neither any Loan Document nor any provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (with a copy to the Administrative Agent) or, in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder the Loan Party or Loan Parties that are party thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall: (i) without the written consent of each Lender directly and under adversely affected thereby: (A) increase the other Loan Documents, and Commitment of any Default or Event of Default waived shall be deemed to be cured and not continuing; Lender (it being understood that no such a waiver shall extend to of any subsequent condition precedent set forth in Section 4.02 or other Default or the waiver of any Default, Event of Default Default, mandatory prepayment or impair mandatory reduction of the Commitments shall not constitute an extension or increase of any right consequent Commitment of any Lender), (B) reduce or forgive any portion of the principal amount of any Loan or LC Disbursement (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction in principal) or reduce the rate of interest thereon or forgive any interest thereon., or reduce or forgive any fees payable hereunder (it being understood that any change to the definition of any ratio used in the calculation of the interest rate or fees therein or in the component definitions thereof shall not constitute a reduction or forgiveness of interest or fees), provided that only the consent of the Required Lenders 193 US-DOCS\115047431.4

Waivers; Amendments. (a) No waiver of any Default or Event of Default shall be a waiver of any other Default or Event of Default. No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. No course of dealing between the Borrower or any other Obligor and any Lender, power the Issuing Bank or privilegethe Administrative Agent shall operate as a waiver of any right of any Lender, the Issuing Bank or the Administrative Agent. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Obligor therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Person shall entitle any Person to any or notice or demand in similar or other circumstances. 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be is permitted by paragraph (b) of this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by law, the making of a Loan or the issuance of a any Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In (b) Subject to clauses (A), (B), (C) and (D) of this Section 9.02(b) and Sections 9.02(c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Lead Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the Borrower, the terms of such other Loan PartiesDocuments), the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored and each Loan Party that is party thereto, with the consent of the Required Lenders; provided that, notwithstanding the foregoing: (A) except with the consent of each Lender directly and adversely affected thereby (but without the consent of the Required Lenders other than with respect to their former positions and rights hereunder and under (i) an increase in the aggregate amount of Commitments or (ii) provision of additional Collateral to support any increase in the aggregate amount of Commitments), no such waiver, amendment or modification shall: (1) increase the Commitment or Additional Commitment of such Lender (other Loan Documents, and than with respect to any Default or Event Incremental Revolving Facility pursuant to Section 2.22 in respect of Default waived shall be deemed which such Lender has agreed to be cured and not continuingan Additional Lender); it being understood that no such amendment, modification or waiver shall extend of, or consent to departure from, any subsequent or other Default or condition precedent, representation, warranty, covenant, Default, Event of Default Default, mandatory prepayment or impair mandatory reduction of the Commitments or Additional Commitments shall constitute an increase of any right consequent thereon.Commitment or Additional Commitment of such Lender; (2) reduce or forgive the principal amount of any Loan on any amount due on any Loan Installment Date; (3) (x) extend the scheduled final maturity of any Loan or (y) postpone any Loan Installment Date, any Interest Payment Date or the date of any scheduled payment of any fee payable hereunder (in each case, other than any extension for administrative reasons agreed by the Administrative Agent); -212- #96942867v160458181 #96942867v1

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) of this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Except as provided in Section 2.22 and Section 2.23 (with respect to any commitment increase), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, (ii) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and 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, with the consent of the Required Lenders; provided, that no such agreement shall be restored (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) change any of the provisions of this Section 9.02 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to their former positions and waive, amend or modify any rights hereunder and thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (vi) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise expressly permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), (viii) except as provided in clauses (d) and (e) of this Section 9.02 or in any Default Collateral Document, release all or Event substantially all of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent the Collateral, without the written consent of each Lender, or other Default or Event (ix) amend the definition of Default or impair any right consequent thereon.“Alternative Currency” without the written consent of each 114

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) reserved, (c) any Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01, or (d) any Lender from filing proofs of claim or appearing and any Default or Event filing pleadings on its own behalf during the pendency of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend a proceeding relative to any subsequent or Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

Waivers; Amendments. (a) No failure or delay on the part of the Agent, the Company, the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay Bank Investor in exercisingexercising any power, and no course of dealing with respect to, any right, power right or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, remedy under any of the Loan Documents this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch power, power right or privilege under any of the Loan Documents remedy preclude any other or further exercise thereof or the exercise of any other rightpower, power right or privilegeremedy. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are herein provided shall be cumulative and are not exclusive nonexclusive of any rights or remedies that they would otherwise haveprovided by law. No waiver of any Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Debtor, the Servicer, the Company, and the Majority Investors; provided that no such amendment or waiver shall, unless signed by each Bank Investor directly affected thereby, (i) increase the Commitment of a Bank Investor, (ii) reduce the Net Investment or rate of interest to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in respect of the Net Investment or interest with respect thereto or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the Commitments or the number of Bank Investors, which shall be required for the Bank Investors or any of them to take any action under this Section or any other Loan Document provision of this Agreement, (v) release all or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 substantially all of the foregoing, property with respect to which a security or ownership interest therein has been granted hereunder to the making Agent or (vi) extend or permit the extension 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCommitment Termination Date. In the case of any waiver, event the Borrower, Agent requests the other Loan Parties, Company's or a Bank Investor's consent pursuant to the Lenders foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from the Company or such Bank Investor within 10 Business Days of the Company's or Bank Investor's receipt of such request, then the Company or such Bank Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Collateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonhave obtained sufficient consent hereunder.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Subject to Section 2.14(c), (d) and, (e) and (f) and Section 9.02(e) below, and except as provided in Sections 2.09(f), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or (ii) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and 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, with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, 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 (B), or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment (other than, in each case, any prepayment required to be restored made pursuant to their former positions and Section 2.11(c) or Section 2.11(d)), or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (D) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (E) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights hereunder and thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender), (F) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (G) release any Guarantor from its obligation under its Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents), and without the written consent of each Lender (other than any Default Defaulting Lender), or Event (H) except as provided in clause (c) of Default waived shall be deemed this Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender), or (I) directly or indirectly (x) subordinate the Liens on all or substantially all of the Collateral granted pursuant to be cured and not continuing; it being understood that no such waiver shall extend the Loan Documents to secure the Obligations to any subsequent other Lien or (y) subordinate the Obligations owed to any Lender to any other Default or Event Indebtedness, in each case, without the written consent of Default or impair any right consequent thereon.each Lender;

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Except as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase), 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 Borrowers and the Required Lenders (or the Administrative Agent acting at the direction of the Required Lenders) or (y) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and any Default or Event with the consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except (1) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall extend to be effective with the consent of the Required Lenders and (2) that any subsequent amendment or modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Default Obligations payable hereunder, or Event reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of Default expiration of any Revolving Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except (1) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall be effective with the consent of the Required Lenders and (2) that any amendment or impair modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause (iii)), (iv) change Section 2.10(b), 2.18(b) or, 2.18(d) or 2.18(h) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any right consequent thereon.Defaulting Lender), (v) increase the advance rates set forth in the definition of eitherany Borrowing Base or change the definition of the term “U.S. Borrowing Base”, “U.S. FILO Borrowing

Waivers; Amendments. (a) No failure on or delay by the part of the Lead Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Lead Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)clause (b) of this Section, and then such waiver or consent CHAR1\1449231v6 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 Lead Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Lenders and the Lead Administrative Agent in accordance with Article VII for the benefit of all the Lenders; provided, that, the foregoing shall be restored not prohibit (a) the Lead Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Lead Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with the provisions hereof, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Default or Event debtor relief law; provided, further, that, if at any time there is no Person acting as the Lead Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Lead Administrative Agent pursuant to Article VII and (ii) subject to the provisions hereof, any Lender may, with the consent of Default waived shall be deemed the Required Lenders, enforce any rights and remedies available to be cured it and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonas authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Agent therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In the case of Except as otherwise set forth in this Agreement or any waiver, the Borrower, the other Loan PartiesDocument (with respect to such Loan Document) or the Fee Letter (with respect to any Loan Document), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Agent and the Required Lenders or by the Borrower Agent and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) extend or increase the Commitment of any Lender or any Issuing Bank without the written consent of each Lender and Issuing Bank directly and adversely affected thereby, it being understood that a waiver of any condition precedent set forth in Section 4.02 or Section 4.03 or the waiver of any Default or mandatory prepayment shall not constitute an increase of any Commitment of any Lender, but that any waiver of any condition set forth in Section 4.03 following the Closing Date shall require the consent of the Required Facility Lenders with respect to the Facility under which an extension of credit is to be made, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest or premium thereon, or reduce any fees payable hereunder, without the written consent of each Lender and Issuing Bank directly and adversely affected thereby, it being understood that any change to the definition of “Consolidated Leverage Ratio” or in the component definitions thereof shall not constitute a reduction in the rate; provided that only the consent of the Required Lenders shall be restored necessary to their former positions amend Section 2.12(d) or to waive any obligation of the Borrowers to pay interest at the rate set forth therein, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender and Issuing Bank directly and adversely affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest, (iv) change Section 2.17(b) or (c), or the provisions of Article VII, in each case, with respect to the pro rata application of payments required thereby, without the written consent of each adversely affected Lender and each adversely affected Issuing Bank, (v) change any of the provisions of this Section or the definition of “Required Lenders,” “Required Revolving Lenders,” “Required Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly and adversely affected thereby, (vi) release all or substantially all of the Guarantors from their obligations under the applicable Guaranty and Collateral Documents without the written consent of each Lender (except in a transaction permitted hereunder); provided that during a Covenant Suspension Period, (x) the Administrative Agent may release all or substantially all of the Guarantors (other than the Parent Entity), without the consent of any Lender and (y) the Required Lenders may waive or amend any requirement to reinstate the guarantee obligations of released Guarantors in the future, or (vii) release all or substantially all of the Collateral from the Lien of the Collateral Documents, without the written consent of each Lender; provided that during a Collateral Suspension Period, (x) the Administrative Agent may release all or substantially all of the of the Collateral from any Lien granted to or held by the Administrative Agent under the Collateral Documents, without the consent of any Lender and (y) the Required Lenders may waive or amend any requirement to reinstate Collateral in the future; provided further that no such agreement shall amend, modify or otherwise affect the rights, obligations or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, this Agreement and the other Loan DocumentsDocuments may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (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 Term Loans and Revolving Exposures 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. In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount (or accreted value, if applicable) of such Refinanced Term Loans except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and any Default fees and expenses reasonably incurred, in connection with such refinancing, (b) 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 to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans) and (c) all other terms applicable to such Replacement Term Loans (other than pricing, interest rate margins, rate floors, discounts, premiums, fees, and optional prepayment or Event optional redemption terms and provisions, all of Default waived which shall be deemed determined by the Borrower Agent) shall be substantially identical to, or less favorable to be cured 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 not continuing; other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing or added to this Agreement for the benefit of the Lenders hereunder (it being understood that no consent shall be required by Lenders for terms or conditions that are more restrictive than this Agreement if such waiver terms or conditions are added to this Agreement); provided that the requirements set forth in clause (b) above shall extend not apply to any subsequent Indebtedness consisting of a customary bridge facility so long as such bridge facility automatically converts into long-term Indebtedness that satisfies the requirements of such clause (b). In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the Replacement Revolving Loans (as defined below) to permit the refinancing of all outstanding Revolving Loans of any Class (“Refinanced Revolving Loans”) with a replacement term loan tranche (“Replacement Revolving Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Revolving Loans shall not exceed the aggregate principal amount (or accreted value, if applicable) of such Refinanced Revolving Loans except by an amount equal to unpaid accrued interest and premium thereon plus other Default reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing, (b) the maturity date of any Replacement Revolving Loans shall be no earlier than the Revolving Credit Maturity Date and such Replacement Revolving Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date, and (c) all other terms applicable to such Replacement Revolving Loans (other than pricing, interest rate margins, rate floors, discounts, premiums, fees, and optional prepayment or optional redemption terms and provisions, all of which shall be determined by the Borrower Agent) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Loans than, those applicable to such Refinanced Revolving Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Revolving Loans in effect immediately prior to such refinancing or added to this Agreement for the benefit of the Lenders hereunder (it being understood that no consent shall be required by Lenders for terms or conditions that are more restrictive than this Agreement if such terms or conditions are added to this Agreement). Notwithstanding anything in this Section 9.02 to the contrary, (a) modifications to the Loan Documents may be made with the consent of the Borrower Agent and the Administrative Agent to the extent necessary or appropriate (i) to integrate any Incremental Term Loans, any Increased Commitments, any Extended Term Loans or any Extended Revolving Commitments; provided that, without limitation of the foregoing, any such amendment may, (x) increase the interest rates, fees and other amounts payable to any Class or Classes of Loans or Commitments hereunder, (y) increase, expand and/or extend any “most favored nation” provisions benefiting any Class or Classes of Loans or Commitments hereunder and (z) modify any other provision hereunder or under any other Loan Document in connection with the implementation of any Indebtedness permitted hereunder, where the terms of any such Indebtedness are more favorable to the lenders or holders thereof than the corresponding terms applicable to Loans and Commitments then existing hereunder, (ii) to integrate borrowings and issuances of Letters of Credit in Alternative Currencies or additional Borrowers organized in jurisdictions other than the United States, (iii) to cure any ambiguity, omission, defect or inconsistency and (iv) as contemplated by the definition of Permitted Foreign Borrower Jurisdiction and (b) without the consent of any Lender or any Issuing Bank, the Loan Parties and the Administrative Agent or any collateral agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into (x) 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 benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document and (y) any First Lien Intercreditor Agreement and/or Second Lien Intercreditor Agreement with the holders of Permitted Debt Securities (or any amendment or supplement thereto with respect to additional Permitted Debt Securities). In addition, notwithstanding anything in this Agreement to the contrary, this Agreement may be amended after the Effective Date without consent of the Lenders, so long as no Event of Default shall have occurred and be continuing, as follows: to designate (X) any Domestic Subsidiary of the Parent Entity that is a Restricted Subsidiary as a Domestic Subsidiary Borrower or impair (Y) the Parent Entity or any right consequent thereonSubsidiary of the Parent Entity that is a Restricted Subsidiary, in each case, that is organized under the laws of a Permitted Foreign Borrower Jurisdiction as a Foreign Borrower, upon (A) ten Business Days (or such lesser period as may be agreed by the Administrative Agent) prior notice to the Administrative Agent (such notice to contain the name, primary business address and taxpayer identification number (or equivalent), if any, of such Subsidiary), (B) the execution and delivery by the Parent Entity or such Subsidiary, the Borrower Agent and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit J (each, a “Joinder Agreement”), providing for the Parent Entity or such Subsidiary to become a Domestic Subsidiary Borrower or Foreign Borrower, as applicable, (C) the agreement and acknowledgement by the Parent Entity and each other Guarantor that the Guaranty covers the Obligations of such additional Borrower, (D) the delivery to the Administrative Agent of corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Parent Entity or Subsidiary reasonably equivalent to comparable documents delivered on the Effective Date and the Closing Date and (E) the delivery to the Administrative Agent of Beneficial Ownership Certification, to the extent applicable, and any documentation or other information reasonably requested by the Administrative Agent and necessary to satisfy obligations of the Lenders described in Section 9.13 or any applicable “know your customer” or other anti-money laundering Laws; and to remove the Parent Entity or any Subsidiary (other than the U.S. Parent Borrower) as a Borrower upon (A) execution and delivery by the Parent Entity and the Borrower Agent to the Administrative Agent of a written notification to such effect, (B) repayment in full of all Loans made to such Borrower, (C) repayment in full of all other amounts owing by such Borrower under this Agreement and the other Loan Documents and (D) the deposit in a cash collateral account opened by the Administrative Agent of an amount equal to the aggregate then undrawn and unexpired amount of all Letters of Credit issued for the account of such Borrower (calculated, in the case of Letters of Credit denominated in Alternative Currencies, at the Dollar Equivalent thereof on the date of removal) (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement).

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No Each waiver of any provision of this Agreement or any other Loan Document or and consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 The making of a Class A-L Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Trustee, the Loan Agent, any other Agent, any Class A-L Lender or the Issuing Bank any Noteholder may have had notice or knowledge of such Event of Default at the time. In the case of any waiver(b) This Agreement may only be waived, amended or modified in writing by the Borrower, the other Loan Parties, the Lenders Agent and the Administrative Trustee if, pursuant to an Opinion of Counsel (upon which the Loan Agent and the Trustee shall be restored entitled to their former positions rely and rights hereunder which may be supported by a certificate from the Collateral Manager), (i) all conditions precedent provided in the Indenture, including consent requirements with respect to the Collateral Manager and under each Class of Debt, applicable to such amendment (if such amendment were to be effected to the other Loan DocumentsIndenture) are satisfied with respect thereto, and any Default or Event of Default waived shall mutatis mutandis (for which purpose, references to the Trustee in the Indenture will be deemed to refer to the Loan Agent and/or the Trustee, as applicable) and (ii) after giving effect to such amendment, this Agreement is not inconsistent with any term of the Indenture in any material respect. For purposes of interpreting the Indenture in connection with any amendment to this Agreement, the Class A-L Loans, the Class A-1 Notes and the Class A-1F Notes will be cured treated as separate Classes. Any written notice of a waiver, amendment or modification of this Agreement shall be delivered by the Trustee to the Rating Agency in accordance with the Indenture. (c) A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not continuing; it being understood that no such waiver shall extend be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other Default right, power or Event of Default or impair any right consequent thereon.privilege. Section 7.03

Waivers; Amendments. (a) No failure or delay on the part of the Administrative Agent, any other Agent, the Issuing Bank Funding Agent or any Lender to exercise and no delay Purchaser in exercisingexercising any power, and no course of dealing with respect to, any right, power right or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, remedy under any of the Loan Documents this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch power, power right or privilege under any of the Loan Documents remedy preclude any other or further exercise thereof thereof, or the exercise of any other rightpower, power right or privilegeremedy. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are herein provided shall be cumulative and are not exclusive nonexclusive of any rights or remedies that they would otherwise haveprovided by law. No waiver of any Any provision of this Agreement may be amended, waived or any other Loan Document or consent to any departure otherwise modified in a writing signed by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 foregoingIssuer, 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiverOriginator, the BorrowerManager, the other Loan PartiesServicer, the Lenders Parent and the Administrative Agent with the prior written consent of the Majority Facility Investors; provided, however, that any amendment to the representations, warranties and covenants of the Servicer in this Agreement in connection with the appointment of a successor Servicer shall not require the consent of the Issuer, the Originator, the Servicer or the Parent but will require the agreement of the Successor Servicer; and provided, further, that no amendment to this Agreement shall, nor shall the Administrative Agent consent to any amendment to any other Transaction Document, unless such amendment hereof shall be restored to their former positions and rights hereunder and under the signed by, or such amendment of such other Loan Documents, and any Default or Event of Default waived Transaction Document shall be deemed authorized by (a) each Funding Agent and each Non-Conduit Committed Purchaser, in the case of an amendment the purpose of which is to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent (i) modify or other Default or waive an Event of Default or impair Amortization Event or (ii) change (x) the calculation of the Total Borrowing Base, the Class A Borrowing Base or the Class B Borrowing Base or (y) the definition of any right consequent thereonterm used in calculating the Total Borrowing Base, and (b) each Committed Purchaser directly affected thereby, in the case of an amendment the purpose of which is to (i) increase the Commitment of such Committed Purchaser, (ii) reduce the Purchaser Invested Amount with respect to any Purchaser Group or Non-Conduit Committed Purchaser or rate of interest to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date for the payment of any distribution in respect of any Note or interest with respect thereto or any fees or other amounts payable hereunder or in connection with the termination of any Commitment, (iv) change any percentage or number which shall be required for the Purchasers or Funding Agents or any of them to take any action under this Section 6.2 or any other provisions of this Agreement, (v) extend or permit the extension of the Maturity Date with respect to such Non-Conduit Committed Purchaser or with respect to the Purchaser Group of which such Alternate Purchaser is a member, as the case may be, except as expressly provided herein, (viii) modify any conditions precedent to the making of Increases or to the release of any portion of the Trust [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Estate, or (ix) make any modification that would allow for any principal payment, reduction in Commitment or Increases to be made other than on a pro rata basis.

Waivers; Amendments. (a) No failure on or delay by the part of Syndication Agent and the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Syndication Agent and the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Company therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiverNEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, the BorrowerAMENDED OR MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY THE COMPANY AND THE REQUIRED LENDERS OR BY THE COMPANY AND THE ADMINISTRATIVE AGENT WITH THE CONSENT OF THE REQUIRED LENDERS; PROVIDED THAT NO SUCH AGREEMENT SHALL (i) INCREASE THE COMMITMENT OF ANY LENDER WITHOUT THE WRITTEN CONSENT OF SUCH LENDER, the other Loan Parties(ii) REDUCE THE PRINCIPAL AMOUNT OF ANY LOAN OR REDUCE THE RATE OF INTEREST THEREON, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsOR REDUCE ANY FEES PAYABLE HEREUNDER, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED THEREBY, (iii) POSTPONE THE SCHEDULED DATE OF PAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN, OR ANY INTEREST THEREON, OR ANY FEES OR ANY OTHER AMOUNT PAYABLE HEREUNDER, OR REDUCE THE AMOUNT OF, WAIVE OR EXCUSE ANY SUCH PAYMENT, OR POSTPONE THE SCHEDULED DATE OF EXPIRATION OF ANY COMMITMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED THEREBY, (iv) CHANGE SECTION 2.16(b) OR (c) IN A MANNER THAT WOULD ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY, WITHOUT THE WRITTEN CONSENT OF EACH LENDER, OR (v) CHANGE ANY OF THE PROVISIONS OF THIS SECTION OR THE DEFINITION OF "REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR PERCENTAGE OF

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, Agent or any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the and Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the case of any waiver, the Borrower, Borrower and/or the other applicable Loan Parties, Parties and the Majority Lenders or by the Borrower and/or the other applicable Loan Parties and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall be restored (i) increase the Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) increase the Borrowing Base without the written consent of each non-Defaulting Lender, decrease or maintain the Borrowing Base without the consent of the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Secured Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Secured Obligations hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone the Termination Date without the written consent of each Lender affected thereby, (v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend Section 10.02(c) without the written consent of each Lender, Secured Swap Provider or Cash Management Provider, (vii) release any Guarantor (except as set forth in the Guaranty Agreement), release all or substantially all of the collateral (other than as provided in Section 11.10), or reduce the percentages set forth in Section 8.14(a), without the written consent of each Lender, (viii) modify any Security Instrument in a manner that results in the Secured Swap Obligations secured by such Security Instrument no longer being secured thereby on an equal and ratable basis with the principal of the Loans, or amend or otherwise change the definition of “Secured Swap Agreement” or “Secured Swap Provider”, without the written consent of each Secured Swap Provider adversely affected thereby or (ix) change any of the provisions of this Section 12.02(b) or the definitions of “Majority Lenders” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to their former positions and waive, amend or modify any rights hereunder and or under the any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, and any Default or Event without the written consent of Default waived shall be deemed to be cured and not continuingeach Lender; it being understood provided further that no such waiver agreement shall extend amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Agent or Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Agent or Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to Schedule 7.14 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement or any subsequent other Loan Document without the consent of the Lenders to add covenants or other Default provisions in order to permit the Loan Parties to comply with Section 9.04(b)(ii) or Event of Default in order to correct, amend or impair cure any right consequent thereonambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other the Co-Agent, the any Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other the Co-Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other the Co-Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything herein to the case contrary, no sale, assignment, novation, transfer or delegation by any Lender of any waiver, the Borrower, the of its rights or obligations under this Agreement or any other Loan PartiesDocument shall, the Lenders and the Administrative Agent or shall be restored deemed, to their former positions and rights hereunder and extinguish any of the rights, benefits or privileges afforded by any Guarantee or Collateral created or granted under the other Loan DocumentsDocuments for the benefit of such Lender in relation to such of its rights or obligations, and any Default all such rights, benefits and privileges shall continue to accrue, to the full extent thereof, for the benefit of the assignee, transferee or Event delegee of Default waived shall be deemed to be cured such Lender in connection with each such sale, assignment, novation, transfer and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereondelegation.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any each other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Parent Guarantor, the Borrower or any of the Restricted Subsidiaries therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.time.176

Waivers; Amendments. (an) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In 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 case of any waiver, Borrower and the Borrower, Required Lenders or by the other Loan Parties, the Lenders Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such waiver agreement shall extend (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any subsequent rights hereunder or other Default make any determination or Event grant any consent hereunder or (vi) release all or substantially all of Default the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty, without the written consent of each Lender; provided further that no such agreement shall amend, modify or impair otherwise affect the rights or duties of the Administrative Agent, any right consequent thereonIssuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything herein to the case contrary, no sale, assignment, novation, transfer or delegation by any Lender of any waiver, the Borrower, the of its rights or obligations under this Agreement or any other Loan PartiesDocument shall, the Lenders and the Administrative Agent or shall be restored deemed, to their former positions and rights hereunder and extinguish any of the rights, benefits or privileges afforded by any Guarantee or Collateral created or granted under the other Loan DocumentsDocuments for the benefit of such Lender in relation to such of its rights or obligations, and any Default all such rights, benefits and privileges shall continue to accrue, to the full extent thereof, for the benefit of the assignee, transferee or Event delegee of Default waived shall be deemed to be cured such Lender in connection with each such sale, assignment, novation, transfer and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereondelegation.

Waivers; Amendments. (a) (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Subject to Section 2.09 (with respect to any commitment increase or Incremental Term Loan Amendment), Section 2.14(b) and clauses (c) and (e) below, 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 or (y) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and any Default or Event with the consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such agreement shall (i) increase the Revolving Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (except (1) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall extend to be effective with the consent of the Required Lenders and (2) that any subsequent amendment or other Default modification of the Financial Covenants (or Event defined terms used in the Financial Covenants) shall not constitute a reduction in the rate of Default interest or impair any right consequent thereon.fees for 124

Waivers; Amendments. (a) No failure on Neither this Agreement nor any terms hereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the part Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) amend, modify or waive any provision of this Section 9.2, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (v) release any Subsidiary which is party to a Subsidiary Guaranty from its obligations under such Subsidiary Guaranty; provided further that no such change, waiver, discharge or termination shall (x) increase the Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults 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 of the Commitment of such Lender) or (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 8 or any other provision as the same relates to the Administrative Agent, . No failure or delay by the Issuing Bank Administrative Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified 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 waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and any Default or Event in each case with the consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such waiver agreement shall extend (i) increase the Revolving Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment (including any mandatory prepayment) of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any subsequent rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release all or substantially all of the Collateral from the Liens of the Security Documents, without the written consent of each Lender or (vii) 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 Default Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Revolving Commitments of each affected Class; provided further that (A) no such agreement shall amend, modify or Event otherwise affect the rights or duties of Default the Administrative Agent or impair the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent or the Issuing Bank or the Swingline Lender, as the case may be, (B) any right consequent thereonwaiver, 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 the Borrower and requisite percentage in interest of the affected Class of Lenders, and (C) no consent of the Administrative Agent or any Lender shall be required to release any Lien or security interest on any asset or property of the Borrower or any of its Subsidiaries in connection with a sale, transfer or disposition of such asset or property made in compliance with this Agreement.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) or (c) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement and the making of a Loan the Loans or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other AgentLender, any Lender or the Issuing Bank or any Affiliate of any of the foregoing may have had notice or knowledge of such Default at the time. In (b) Except as provided in paragraph (c) of this Section, none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company, the Administrative Agent and the Required Lenders and, in the case of any waiverother Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Parties that are parties thereto (or, in the case of any Borrowing Subsidiary, by the Company on its behalf), in each case with the consent of the Required Lenders; provided that no such agreement shall (i) (A) waive any condition set forth in Section 4.02 in respect of any extension of credit under the Delayed Draw Term Facility without the written consent of the Majority in Interest of the Delayed Draw Term Lenders, (B) waive any condition set forth in Section 4.02 in respect of any extension of credit under the Revolving Facility without the written consent of the Majority in Interest of the Revolving Lenders or (C) waive any condition set forth in Section 4.03 without the written consent of the Majority in Interest of the Revolving Lenders (it being understood and agreed, in each case, that any amendment or waiver of, or any consent with respect to, any provision of this Agreement (other than any waiver expressly relating to Section 4.02 or 4.03, as the case 138 [[5866265v.11]] may be) or any other Loan Document, including any amendment of any affirmative or negative covenant set forth herein or in any other Loan Document or any waiver of a Default or an Event of Default, shall not be deemed to be a waiver of a condition set forth in Section 4.02 or 4.03), (ii) increase the Commitment of any Lender without the written consent of such Lender, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon or reduce any fees payable hereunder (other than as a result of any change in the definition, or in any components thereof, of the term “Leverage Ratio”), without the written consent of each Lender directly and adversely affected thereby (other than any waiver of any default interest applicable pursuant to Section 2.10(e)), (iv) postpone the scheduled maturity date of any Loan, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any principal, interest or fees payable under any Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby, (v) change Section 2.15(b) or 2.15(c) in a manner that would alter the pro rata sharing of payments or payment waterfall required thereby without the written consent of each Lender, (vi) change any of the provisions of this paragraph or the percentage set forth in the definition of the term “Required Lenders” or “Majority in Interest” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), provided that, with the consent of the Required Lenders or pursuant to Section 2.18, the Borrowerprovisions of this paragraph and the definition of the term “Required Lenders” may be amended to include references to any new class of loans created under this Agreement (or to lenders extending such loans), (vii) change the currency of any Loan of any Lender without the written consent of such Lender, or add any new currency as an Alternative Currency without the written consent of each Revolving Lender, (viii) release (including by limiting liability in respect thereof) the Company from its obligations under the Parent Guarantee without the written consent of each Revolving Lender, (ix) release (including by limiting liability in respect thereof) all or substantially all of the value of the Guarantees created under the Guarantee Agreement without the written consent of each Lender (except as expressly provided in Section 10.14), it being understood that an amendment or other modification of the type of obligations guaranteed under the Guarantee Agreement shall not be deemed to be a release of any Guarantee thereunder, or (x) change any provisions of this Agreement in a manner that by its express terms adversely affects the rights in respect of payments of, or the conditions precedent to extensions of credit by, Lenders of any Class differently than those of any other Class, without the written consent of Lenders representing a Majority in Interest of each differently affected Class; provided further that no such agreement shall amend, modify, extend or otherwise affect the rights or obligations of the Administrative Agent, any Issuing Bank or the Swingline Lender without the written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be. (c) Notwithstanding anything to the contrary in paragraph (a) or (b) of this Section: 139 [[5866265v.11]] (i) any provision of this Agreement or any other Loan PartiesDocument may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; (ii) no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be restored required of any Defaulting Lender, except with respect to their former positions any amendment, waiver or other modification referred to in clause (ii), (iii) or (iv) of the first proviso of paragraph (b) of this Section and rights hereunder then only in the event such Defaulting Lender shall be directly and adversely affected by such amendment, waiver or other modification; (iii) in the case of any amendment, waiver or other modification referred to in the first proviso of paragraph (b) of this Section, no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of any Lender that receives payment in full of the principal of and interest accrued on each Loan made by such Lender, and all other amounts owing to or accrued for the account of such Lender under this Agreement and the other Loan Documents, at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment, waiver or other modification; (iv) any Default amendment, waiver or Event other modification of Default waived shall this Agreement or any other Loan Document that by its express terms affects the rights or duties hereunder or thereunder of the Lenders of one or more Classes (but not the Lenders of any other Class) may be deemed effected by an agreement or agreements in writing entered into by the Company, the Administrative Agent and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time; (v) this Agreement and the other Loan Documents may be amended in the manner provided in Sections 2.11(b), 2.18, 2.20 and 2.21 and the definition of “LC Commitment”, as such term is used in reference to any Issuing Bank, may be modified as contemplated by the definition of such term; (vi) this Agreement and the other Loan Documents may be amended in the manner provided in Section 2.22 and, in connection with any Borrowing Subsidiary becoming a party hereto, this Agreement (including the Exhibits hereto) may be amended by an agreement in writing entered into by the Company and the Administrative Agent to provide for such technical modifications as they determine to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent necessary or other Default or Event of Default or impair any right consequent thereon.advisable in connection therewith;

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Collateral Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case None of this Agreement, any waiver, the Borrower, the other Loan PartiesDocument or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documentsconsent of the Required Lenders; provided, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood however, that no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; provided, however, that notwithstanding clause (ii) or (iii) of this Section 10.02, (x) only the consent of the Required Lenders shall extend be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in Section 2.05 and (y) any waiver of a Default or any modification of the definition of “Total Net Leverage Ratio” or any component thereof shall not constitute a reduction of interest for this purpose, (iv) change Section 2.10(c), Section 2.10(d), Section 2.15 or any other Section hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release all or substantially all of the value of any Guarantees set forth in Article 7 hereof, or the Collateral without the written consent of each Lender, except to the extent the release of any Guarantor or Collateral is permitted pursuant to Article 9 or Section 10.17 (in which case such release may be made by the Administrative Agent or the Collateral Agent, as applicable, acting alone), (vi) change any of the provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vii) waive any condition set forth in Section 4.01 (other than as it relates to the payment of fees and expenses of counsel) or Section 4.02 without the written consent of each Lender. Notwithstanding anything to the contrary herein, (i) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder without the prior written consent of the Administrative Agent or Collateral Agent, respectively, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each Affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender (y) the principal amount of any Defaulting Lender’s Loan, or the interest rate thereon or any fees payable hereunder to any subsequent Defaulting Lender may not be reduced without the consent of such Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each Affected Lender that by its terms affects any Defaulting Lender more adversely than other Default Affected Lenders shall require the consent of such Defaulting Lender, (iii) this Agreement may be amended to provide for a New Commitment in the manner contemplated by Section 2.18 without the consent of the Required Lenders (and only with the consent of the applicable New Revolving Lenders or Event New Term Lenders) and (iv) no such amendment shall amend, modify or waive this Agreement or the Security Agreement so as to alter the ratable treatment of Default Obligations arising under the Loan Documents and Obligations arising under Secured Swap Agreements or impair the definition of “Lender Counterparty,” “Secured Swap Agreement,” “Obligations,” or “Secured Obligations” (as defined in any right consequent thereonapplicable Collateral Document), in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Except as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase) and subject to Section 2.14(c) and Section 9.02(e) below, 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 Borrowers and the Required Lenders or (y) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and any Default or Event with the consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such waiver agreement shall extend to (i) increase the Commitment of any subsequent Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (provided that any amendment or modification of the financial covenants in this Agreement (or any defined term used therein) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Default Obligations payable hereunder, or Event reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of Default expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.09(c) or impair Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the manner in which payments are shared, without the written consent of each Lender (other than any right consequent thereon.Defaulting Lender), (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, without the written consent of the Supermajority Revolving Lenders, (vi) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other the Collateral Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other the Collateral Agent, the Issuing Bank and the Lenders hereunder and or under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Credit Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Neither this Agreement or any of the other Loan Documents 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 the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders, and (b) in the case of any waiverSecurity Document, pursuant to an agreement entered into by the Borrower, parties thereto and consented to by the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuingRequired Lenders; it being understood provided that no such waiver agreement shall extend to (i) increase the Revolving Credit Commitment of any subsequent Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or other Default LC Disbursement or Event reduce the rate of Default interest thereon, or impair reduce any right consequent fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon., or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Credit Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release any material Collateral under any Security Document or release any guarantor under any Guarantee Agreement except as expressly permitted thereby or hereby, without the prior consent 66

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article VII for the benefit of all the Lenders and the Administrative Agent; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.18), or (c) any Lender from filing proofs of claim or appearing and any Default or Event filing pleadings on its own behalf during the pendency of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend a proceeding relative to any subsequent or Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article VII and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 2.18, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or (c) any Lender from filing proofs of claim or appearing and any Default or Event filing pleadings on its own behalf during the pendency of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend a proceeding relative to any subsequent or Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lender.

Waivers; Amendments. (a) No failure on the part of the Administrative AgentAny term, any other Agentcovenant, the Issuing Bank agreement or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision condition of this Agreement or any other Loan Credit Document which relates solely to Facility A may be amended or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)waived, and then any consent under this Agreement or any other Credit Document which relates solely to Facility A may be given, if such amendment, waiver or consent shall be effective only is in writing and is signed by Borrowers and the specific instance and for the purpose for which given. Without limiting the generality Required Facility A Lenders (or Agent on behalf of the foregoingRequired Facility A Lenders with the written approval of the Required Facility A Lenders); (b) any term, the making covenant, agreement or condition of a Loan this Agreement or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender Credit Document which relates solely to Facility B may be amended or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documentswaived, and any Default consent under this Agreement or Event any other Credit Document which relates solely to Facility B may be given, if such amendment, waiver or consent is in writing and is signed by Borrowers and the Required Facility B Lenders (or Agent on behalf of Default waived shall the Required Facility B Lenders with the written approval of the Required Facility B Lenders); and (c) any term, covenant, agreement or condition of this Agreement or any other Credit Document which does not relate solely to Facility A or Facility B may be deemed amended or waived, and any consent under this Agreement or any other Credit Document which does not relate solely to Facility A or Facility B may be cured given, if such amendment, waiver or consent is in writing and not continuingis signed by Borrowers and the Required Lenders (or Agent on behalf of the Required Lenders with the written approval of the Required Lenders); it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.provided, however that:

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.110 [AMENDED AND RESTATED CREDIT AGREEMENT]

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit no Borrowing shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all of the Secured Parties; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereon.Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 118

Waivers; Amendments. (a) No failure on or delay by the part of the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, power right or privilege, powerhereunder or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial orpartial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforcesuch a right or power, preclude any other or further exercise thereof or the exercise of any other right, power or privilegeright orpower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder under this Agreement and under the other Loan Documents any otherLoan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise wouldotherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower anyLoan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) ofthis Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the forthe purpose for which given. Without limiting the generality of the foregoing, to the extent permitted bylaw, 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, any other Agent, theAgent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In time.(b) Neither this Agreement nor any other Loan Document nor any provision hereofor thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to anagreement or agreements in writing entered into by the Borrower and the Required Lenders, or (ii) in thecase of any waiver, the Borrower, the other Loan Parties, Document (other than any such amendment to effectuate any modification theretoexpressly contemplated by the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under terms of the other Loan Documents), pursuant to an agreement oragreements in writing entered into by the Agent and the Loan Party or Loan Parties that are partiesthereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase theTerm Commitment of any Default or Event Lender without the written consent of Default waived shall be deemed to be cured and not continuingsuch Lender; it being understood that no awaiver of any condition precedent set forth in Article IV or the waiver of any Default or mandatoryprepayment shall not constitute an increase of any Term Commitment of any Lender, (B) reduce orforgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgiveany interest or fees payable hereunder or change the currency in which any such waiver shall extend amount is required to bepaid, without the written consent of each Lender directly affected thereby, (C) postpone any subsequent scheduleddate of payment of the principal amount of any Term Loan, or any date for the payment of any interest,fees or other Default Obligations payable hereunder, or Event reduce the amount of, waive or excuse any suchpayment, or postpone the scheduled date of Default expiration of any Term Commitment, without the writtenconsent of each Lender directly affected thereby (it being understood that the waiver of (or impair amendmentto the terms of) any right consequent thereon.mandatory prepayment of the Term Loans will not constitute a postponement of anydate scheduled for, or a reduction in the amount of, any prepayment of Term Loans); provided that onlythe consent of the Required Lenders shall be necessary to amend the provisions of Section 2.11(c)providing for the default rate of interest, or to waive any obligations of the Borrower to pay interest atsuch default rate, (D) change Section 2.16(a) or (b) in a manner that would alter the manner in whichpayments are shared, without the written consent of each Lender adversely affected thereby, (E) changeany of the provisions of this Section 9.02 or the definition of “Required Lenders” or “Required Class-117-

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any each other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (i) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) each Issuing Bank from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank) hereunder and under the other Loan Documents, (iii) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01(c)) or Event (iv) any Lender from filing proofs of Default waived claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Majority Lenders shall be deemed have the rights otherwise provided to be cured the Administrative Agent pursuant to Section 10.02 and not continuing; (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 4.01(c), any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonand as authorized by the Majority Lenders.

Waivers; Amendments. (acr) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof except as provided herein or in any Loan Document, nor shall any single or partial exercise and no delay in exercising, and no course of dealing with respect to, any right, power such right or privilegepower, or any abandonment or discontinuance of steps to enforce such righta right or power, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any party hereto therefrom shall in any event be effective unless the same shall be is permitted by this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by applicable Requirements of Law, the making of a any Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In (cs) Subject to this Section 9.02(b) and Sections 9.02(c) and (d) below and to Section 2.14(b), Section 2.22 and Section 9.05(f), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the Borrower, the terms of such other Loan PartiesDocument), the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under each Loan Party that is party thereto, with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.provided that:

Waivers; Amendments. (a) No failure on the part of the Administrative or delay by any Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, remedy, privilege or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Senior Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right, power remedy, privilege or privilege under any of the Loan Documents power, preclude any other or further exercise thereof or the exercise of any other right, power remedy, privilege or privilegepower. The rights rights, remedies, powers and remedies privileges of the Administrative Agent, any other AgentAgents, the Issuing Bank Banks and the Lenders hereunder and under the other Senior Loan Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that they would otherwise havehave (including under applicable law). Notwithstanding anything to the contrary contained herein or in any other Senior Loan Document, the authority to enforce rights and remedies hereunder and under the other Senior Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Senior Collateral Agent in accordance with the Senior Subsidiary Security Agreement and the other Senior Collateral Documents for the benefit of all the Senior Loan Secured Parties; provided, however, that the foregoing shall not prohibit (a) any Agent from exercising on its own behalf the rights and remedies that inure to its 172 benefit (solely in its capacity as an Agent) hereunder and under the other Senior Loan Documents, (b) any Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Senior Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.18), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a Bankruptcy Proceeding relative to any Loan Party; and provided, further, that if at any time there is no Person acting as the Senior Collateral Agent hereunder and under the other Senior Loan Documents, then (i) the Administrative Agent or, if there shall be no Administrative Agent, the Required Lenders shall, to the fullest extent permitted by law, have the rights otherwise ascribed to the Senior Collateral Agent pursuant to the Senior Subsidiary Security Agreement the other Senior Collateral Documents and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. No waiver of any provision of this Agreement or any other Senior Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No Each waiver of any provision of this Agreement or any other Loan Document or and consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 The making of a Class A-L-A Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Trustee, the Loan Agent, any other Agent, any Class A-L-A Lender or the Issuing Bank any Noteholder may have had notice or knowledge of such Event of Default at the time. In the case of any waiver(b) This Agreement may only be waived, amended or modified in writing by the Borrower, the other Loan Parties, the Lenders Agent and the Administrative Trustee if, pursuant to an Opinion of Counsel (upon which the Loan Agent and the Trustee shall be restored entitled to their former positions rely and rights hereunder which may be supported by a certificate from the Collateral Manager), (i) all conditions precedent provided in the Indenture, including consent requirements with respect to the Collateral Manager and under each Class of Debt, applicable to such amendment (if such amendment were to be effected to the other Loan DocumentsIndenture) are satisfied with respect thereto, and any Default or Event of Default waived shall mutatis mutandis (for which purpose, references to the Trustee in the Indenture will be deemed to refer to the Loan Agent and/or the Trustee, as applicable) and (ii) after giving effect to such amendment, this Agreement is not inconsistent with any term of the Indenture in any material respect. For purposes of interpreting the Indenture in connection with any amendment to this Agreement, the Class A-L-A Loans, the Class A-L-B Loans and the Class A-1 Notes will be cured treated as separate Classes. Any written notice of a waiver, amendment or modification of this Agreement shall be delivered by the Trustee to the Rating Agency in accordance with the Indenture. (c) A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not continuing; it being understood that no such waiver shall extend be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other Default right, power or Event of Default or impair any right consequent thereon.privilege. Section 7.03

Waivers; Amendments. (a) No failure on or delay by the part of the Administrative Agent, Lender in exercising any right or power hereunder or under any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders Lender hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Lender or (ii) in the case of any waiverother Loan Document, pursuant to an agreement or agreements in writing entered into by the Lender and the Loan Party or Loan Parties that are parties thereto. Notwithstanding anything herein to the contrary, the Lender shall not be liable for, or be responsible for any claim, liability, loss, cost or expense suffered by any Borrower, the any other Loan PartiesParty or any Subsidiary as a result of, any determination of the Lenders and Revolving Exposure, any of the Administrative Agent shall be restored component amounts thereof or any portion thereof attributable to their former positions and rights hereunder and under the other Loan Documents, and Lender or any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.Dollar Equivalent. SECTION 8.03

Waivers; Amendments. (a) No failure on The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the part Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan or LC Disbursement, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender's Commitment without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section 10.1, or any percentage specified in the definition of "Required Lenders", or consent to the assignment or transfer by the Borrower of any of its rights and obligations under the Loan Documents, in each case without the written consent of all Lenders; (iii) amend, modify or waive any pro rata provision of Section 4.8 or 4.9, or any provision in the Loan Documents which provides for amounts paid in respect of the Obligations to be shared among the Lenders ratably, without the consent of all Lenders; (iv) except as provided in Section 9.10, provide for any material release of Collateral without the consent of all Lenders; or affect the interests, rights or obligations of the Administrative Agent quathe Administrative Agent or the Issuing Lenders qua the Issuing Lenders shall be made without consent of the Administrative Agent or the Issuing Lenders, as the case may be. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise Lenders and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any all future holders of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeLoans. In the case of any waiver, the Borrower, the other Loan PartiesBorrower and its Subsidiaries, the Lenders and the Administrative Agent shall be restored to their former positions position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that but no such waiver shall extend to any subsequent or other Default or Event of Default Default, or impair any right consequent thereon.

Waivers; Amendments. (aIX) No failure on the part of or delay by the Administrative Agent, any other Agentthe [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the part Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan or LC Disbursement, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section 10.1, or any percentage specified in the definition of “Required Lenders”, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under the Loan Documents, in each case without the written consent of all Lenders; (iii) amend, modify or waive any pro rata provision of Section 4.8 or 4.9, or any provision in the Loan Documents which provides for amounts paid in respect of the Obligations to be shared among the Lenders ratably, without the consent of all Lenders; (iv) except as provided in Section 9.10, provide for any material release of Collateral without the consent of all Lenders; or affect the interests, rights or obligations of the Administrative Agent qua the Administrative Agent or the Issuing Lenders qua the Issuing Lenders shall be made without consent of the Administrative Agent or the Issuing Lenders, as the case may be. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise Lenders and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any all future holders of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeLoans. In the case of any waiver, the Borrower, the other Loan PartiesBorrower and its Subsidiaries, the Lenders and the Administrative Agent shall be restored to their former positions position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that but no such waiver shall extend to any subsequent or other Default or Event of Default Default, or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver(b) Neither this Agreement, the BorrowerSubsidiary Guarantee nor any guarantee executed and delivered pursuant to Section 6.3(a)(vii) 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 other Loan Parties, Borrower and the Majority Lenders or by the Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Majority Lenders; it being understood provided that no such waiver agreement shall extend (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any subsequent rights hereunder or other Default make any determination or Event grant any consent hereunder, without the written consent of Default each Lender; provided further that no such agreement shall amend, modify or impair any right consequent thereon.otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. 9.3

Waivers; Amendments. (a) No failure on or delay by the part of the First Lien Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, under this Agreement or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the First Lien Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the First Lien Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other First Lien 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 First Lien Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the First Lien Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In 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) Except as provided in Section 2.20 with respect to any Incremental Facility Amendment, Section 2.21 with respect to any Refinancing Amendment or Section 2.24 with respect to any Permitted Amendment, neither this Agreement, any First Lien Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of any waiverthis Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower, the other Loan PartiesFirst Lien Administrative Agent (to the extent that such waiver, amendment or modification does not affect the rights, duties, privileges or obligations of the First Lien Administrative Agent under this Agreement, the Lenders and the First Lien Administrative Agent shall be restored execute such waiver, amendment or other modification to their former positions the extent approved by the Required Lenders) and rights hereunder the Required Lenders or, in the case of any other First Lien Loan Document, pursuant to an agreement or agreements in writing entered into by the First Lien Administrative Agent and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Default or Event Lender without the written consent of Default waived shall be deemed to be cured and not continuing; such Xxxxxx (it being understood that no such a waiver shall extend to of any subsequent condition precedent set forth in Sections 4.02 or other Default 4.03 or the waiver of any Default, Event of Default Default, mandatory prepayment or impair mandatory reduction of the Commitments shall not constitute an extension or increase of any right consequent Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the reimbursement obligations of the Borrower for the LC Exposure at such time (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction or forgiveness of principal) or reduce the rate of interest thereon., or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby (it being understood that any change to the definition of Total Net Leverage Ratio, Senior Secured Net Leverage Ratio, Senior Secured First Lien Net Leverage Ratio or Interest Coverage Ratio or in the component definitions thereof shall not constitute a reduction of interest or fees), provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay default interest pursuant to Section 2.13(c), (iii) effectuate the subordination of the Secured Obligations without the written consent of each Lender directly and adversely affected thereby (iv) postpone the maturity of any Loan (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction or forgiveness of principal or an extension of any maturity date, date of any scheduled amortization payment or date for payment of interest or fees), or the date of any scheduled amortization payment of the principal amount of any Term Loan under

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be is permitted by paragraph (b) of this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by law, the making of a Revolving Loan or the issuance of a any Letter of Credit shall not be construed as a waiver of any existing Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of the existence of such Default or Event of Default at the time. In Subject to clauses (A), (B), (C) and (D) of this Section 9.02(b) and Section 9.02(c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the Borrower, the terms of such other Loan PartiesDocuments), the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall and each Loan Party that is party thereto, with the consent of the Required Lenders; provided that, notwithstanding the foregoing: except with the consent of each Lender directly and adversely affected thereby (but without the consent of the Required Lenders or any other Lender, the Administrative Agent or agent (except to the extent that the rights and obligations of the Administrative Agent would be restored to their former positions and rights hereunder and under the other Loan Documentsadversely affected thereby)), and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent waiver, amendment or other Default or Event of Default or impair any right consequent thereon.modification shall:

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the holders of Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Company or any subsidiary or affiliate thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to purchase upon exercise of this Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section or Article III or IV. The provisions of the Credit Agreement and the Registration Rights Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to this Section or the applicable provisions of the Credit Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Registration Rights Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Conversion Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any waiversuch amendment, modification or waiver the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Conversion Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrendered for registration of transfer or exchange. No notice or demand on the other Loan Documents, and Company in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Company to any subsequent other or further notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Subject to Section 2.15(b) and the case last sentence of this Section 9.02(b), neither this Agreement nor any waiverprovision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Borrower and the other Loan Parties, Required Lenders or by the Lenders Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such waiver shall extend agreement sha l (i) (x) increase the Commitment of any Lender without the written consent of such Lender or (y) increase the Swingline Subcommitment of the Swingline Lender without the written consent of the Swingline Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder or under the Credit Documents, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.09(c), Section 2.19(b) or Section 2.19(c) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender directly and adversely affected thereby, (v) change the payment waterfall provisions of Section 2.21(e) or Section 6.02 or Section 9 of the Security Agreement, without the written consent of each Lender directly affected thereby, (vi) amend or modify the definitions of “Eligible Assets”, “Pledged Eligible Assets” or “Loan Value”, to the extent such amendment or modification would result in a less restrictive standard than set forth in such definitions, or amend or modify the definitions of “Eligible NSCC Margin Deposits”, “Tranche B Limit”, “Eligible Funds”, “Tranche C Limit” or any subsequent component or term related thereto to the extent such amendment or modification would result in a less restrictive standard than set forth in such definitions, in each case without the written consent of the Supermajority Lenders, (vii) change any of the provisions of this Section or reduce any number or percentage set forth in the definition of “Required Lenders”, “Supermajority Lender” or any other Default provision hereof specifying the number or Event percentage of Default Lenders required to waive, amend or impair modify any right consequent thereon.rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (viii) release the Lien of the Administrative Agent on all or substantially all of the Collateral (other

Waivers; Amendments. (a) No failure on the part of the Administrative or delay by any Agent, any other AgentLender, the Issuing Bank or the FI Trustee in exercising any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative AgentAgents, any other Agentthe Lenders, the Issuing Bank and the Lenders FI Trustee hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative any Agent, any other AgentLender, any Lender or the Issuing Bank or the FI Trustee may have had notice or knowledge of such Default at the time. In (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by each Borrower and the Required Lenders or, in the case of any waiver, the Borrower, the other Loan PartiesDocument, pursuant to an agreement or agreements in writing entered into by the Lenders Agents and the Administrative Agent shall be restored to their former positions and rights hereunder and under Loan Party or Loan Parties that are parties thereto, in each case with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or any scheduled date of payment of the principal amount of any Term Loan under Section 2.09, or the required date of reimbursement of any LC Disbursement under Section 2.05, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of "Required Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) change Section 6.20 without the written consent of the Majority Lenders,(vii) release either FCX or PTFI from its Guarantee hereunder or limit its liability in respect of such Guarantee, without the written consent of each Lender, (viii) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender or (ix) 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 (A) no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent or the Issuing Bank without the prior written consent of such Agent or the Issuing Bank, as the case may be, (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of one Class of Lenders (but not the other Classes of Lenders) may be effected by an agreement or agreements in writing entered into by each Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time and (C) any amendment or waiver of the provisions of this Agreement or any other Loan Document required in order to permit a receivables financing or receivables securitization transaction shall extend (so long as the Net Proceeds attributable to any subsequent the Indebtedness or other Default issuance to investors of debt or Event equity securities in connection therewith are applied to Reductions of Default or impair any right consequent thereonthe Facilities in the same manner as the Net Proceeds from a Debt Issuance) require only the approval of the Majority Lenders.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Except as provided in the case first sentence of Section 2.09(f) (with respect to any waivercommitment increase), Section 2.14(b) with respect to an alternate rate of interest to the BorrowerLIBO Rate or Section 6.03(c) with respect to changes in fiscal year, 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 other Loan Parties, Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documentsconsent of the Required Lenders; provided that no such agreement shall: (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender); provided that, and a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event mandatory prepayment shall not constitute an increase of Default waived any Commitment of any Lender; (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby; provided that (x) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.124

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Except as provided in the first sentence of Section 2.08(a) (with respect to any commitment increase), 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 Borrowers and the Required Lenders (or the Administrative Agent acting at the direction of the Required Lenders) (with a copy of all such amendments provided to the Administrative Agent) or (y) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and any Default or Event with the consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except (1) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall extend to be effective with the consent of the Required Lenders or (2) that any subsequent amendment or modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan, or any date for the payment of any interest, fees or other Default Obligations payable hereunder, or Event reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of Default expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except (1) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall be effective with the consent of the Required Lenders and (2) that any amendment or impair modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause (iii)), (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any right consequent thereon.Defaulting Lender), (v) [reserved], (vi) change any of the provisions of this Section or the definition of “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 written consent of each Lender (other than any Defaulting Lender) directly affected thereby, 124 11584747

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Borrower shall be vested exclusively in, the Lenders and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with the last paragraph of Article VII for the benefit of all the Lenders; provided, however, that the foregoing shall be restored not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with 72 Section 11.08 (subject to the terms of Section 2.18) or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Default or Event Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to the last paragraph of Default waived shall be deemed Article VII and (ii) in addition to be cured the matters set forth in clauses (b), and not continuing; (c) the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonand as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part of the Administrative or delay by any Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, remedy, privilege or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Senior Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right, power remedy, privilege or privilege under any of the Loan Documents power, preclude any other or further exercise thereof or the exercise of any other right, power remedy, privilege or privilegepower. The rights rights, remedies, powers and remedies privileges of the Administrative Agent, any other AgentAgents, the Issuing Bank Banks and the Lenders hereunder and under the other Senior Loan Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that they would otherwise havehave (including under applicable law). Notwithstanding anything to the contrary contained herein or in any other Senior Loan Document, the authority to enforce rights and remedies hereunder and under the other Senior Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Senior Collateral Agent in accordance with the Senior Subsidiary Security Agreement and the other Senior Collateral Documents for the benefit of all the Senior Loan Secured Parties; provided, however, that the foregoing shall not prohibit (a) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Agent) hereunder and under the other Senior Loan Documents, (b) any Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Senior Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.18), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a Bankruptcy Proceeding relative to any Loan Party; and provided, further, that if at any time there is no Person acting as the Senior Collateral Agent hereunder and under the other Senior Loan Documents, then (i) the Administrative Agent or, if there shall be no Administrative Agent, the Required Lenders shall, to the fullest extent permitted by law, have the rights otherwise ascribed to the Senior Collateral Agent pursuant to the Senior Subsidiary Security Agreement the other Senior Collateral Documents and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. No waiver of any provision of this Agreement or any other Senior Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.183

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In 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) Except as otherwise set forth in this Agreement, including as provided in Section 2.20 with respect to any Incremental Facilities and Section 2.24 with respect to any Loan Modification Agreement, neither any Loan Document nor any provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (with a copy to the Administrative Agent) or, in the case of any waiver, the Borrower, the other Loan PartiesDocument, pursuant to an agreement or agreements in writing entered into by the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.193 US-DOCS\115047431.4127573765.6

Waivers; Amendments. (a) 114. No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) of this Section 12.02(b)9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In 115. Except as provided in Section 2.22 and Section 2.23 (with respect to any commitment increase), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, (ii) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and 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, with the consent of the Required Lenders; provided, that no such agreement shall be restored (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) change any of the provisions of this Section 9.02 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to their former positions and waive, amend or modify any rights hereunder and thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (vi) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise expressly permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), (viii) except as provided in clauses (d) and (e) of this Section 9.02 or in any Default Collateral Document, release all or Event substantially all of Default waived the Collateral, without the written consent of each Lender, or (ix) amend the definition of “Alternative Currency” without the written consent of each Lender directly affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the case may be deemed to be cured and not continuing; (it being understood that no such waiver any change to Section 2.20 shall extend require the consent of the Administrative Agent and the Issuing Banks). The Administrative Agent may also amend the Commitment Schedule to any subsequent or other Default or Event of Default or impair any right consequent thereon.reflect assignments entered into pursuant to Section 9.04

Waivers; Amendments. (a) No failure on or delay by the part of the Lead Administrative Agent, any other Agent, the Issuing Bank Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Lead Administrative Agent, any other Agent, the Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)clause (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Lead Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Lenders and the Lead Administrative Agent in accordance with Article VII for the benefit of all the Lenders; provided, that, the foregoing shall be restored not prohibit (a) the Lead Administrative Agent from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Lead Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with the provisions hereof, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Default or Event debtor relief law; provided, further, that, if at any time there is no Person acting as the Lead Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Lead Administrative Agent pursuant to Article VII and (ii) subject to the provisions hereof, any Lender may, with the consent of Default waived shall be deemed the Required Lenders, enforce any rights and remedies available to be cured it and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonas authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. No notice or demand on Holdings in any case shall entitle Holdings to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of Holdings and the holders of Warrants entitling such holders to purchase 66 2/3% of the Non-Voting Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by Holdings or any Company Subsidiary or Affiliate thereof); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Non-Voting Common Stock subject to purchase upon exercise of this Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section or Article 3 or 4 or Section 1.5, 5.2 or 5.3. The provisions of the Credit Agreement and the Warrantholders Rights Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section or the applicable provisions of the Credit Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Warrantholders Rights Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeupon Holdings. In the case event of any waiversuch amendment, the Borrowermodification or waiver Holdings shall give prompt notice thereof all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default made on all Warrants thereafter surrendered for registration of transfer or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonexchange.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Agreement Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the Holders holding Warrants entitling such holders to purchase a majority of the Common Stock subject to purchase upon exercise of all the outstanding Warrants (exclusive of Warrants then owned by the Company or any other Loan Document Subsidiary or Affiliate of the Company); provided, however, that no such amendment, modification or waiver shall, without the written consent of the holders of all Warrants at the time outstanding, (a) change the number of shares of Common Stock subject to any departure by purchase upon exercise of this Warrant, the Borrower therefrom shall Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section 7.2 or Articles III, IV, Section 1.5 or the definition of Fair Market Value in any event be effective unless Article VI and (ii) no amendment, modification or waiver shall, without the same written consent of the holders of a majority of Registrable Shares, amend, modify or waive the provisions of Article V. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any such amendment, modification or waiver, the BorrowerCompany shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default made on all War ants thereafter surrendered for registration of transfer or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonexchange.

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In CREDIT AGREEMENT - Page 107 Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Bank; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) d. No failure on the part or delay of the Administrative Agent, Holder in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. No notice or demand on Cybex in any case shall entitle Cybex to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of Cybex and Holder. The provisions of the Financing Agreement and the Warrantholders Rights Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section or the applicable provisions of the Financing Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Warrantholders Rights Agreement shall be permitted by Section 12.02(b)binding upon the holders of all Warrants and Warrant Shares, upon each future holder thereof 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeupon Cybex. In the case event of any waiversuch amendment, the Borrowermodification or waiver Cybex shall give prompt notice thereof to all holders of Warrants and Warrant Shares and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default made on all Warrants thereafter surrendered for registration of transfer or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereonexchange.

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Holder in ------------------- exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents Holder are cumulative and are not exclusive of any rights or remedies that they which it would otherwise have. No waiver of any provision The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the Holders of Warrants, voting as a single class, entitling such Holders to purchase 66 2/3% of the aggregate Warrant Shares (exclusive of Warrants then owned by the Company or any Subsidiary thereof); provided, however, that no such amendment, modification or waiver shall, with the written consent of each Holder whose interest might be adversely affected by such amendment, modification or waiver, (a) change the number of shares of Common Stock subject to purchase upon exercise of this Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of this Section 17.1. The provisions of the Securities Purchase Agreement and the Stockholders Agreement may be amended, modified or waived only in accordance with the respective provisions thereof. Any such amendment, modification or waiver effected pursuant to this Section or the applicable provisions of the Securities Purchase Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same Stockholders Agreement shall be permitted by Section 12.02(b)binding upon the Holders of all Warrants and Warrant Shares, upon each future Holder thereof and then such waiver or consent shall be effective only in upon 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 Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the timeCompany. In the case event of any waiversuch amendment, modification or waiver the BorrowerCompany shall give prompt notice thereof to all Holders and, the other Loan Partiesif appropriate, the Lenders and the Administrative Agent notation thereof shall be restored to their former positions and rights hereunder and under made on all Warrants thereafter surrender for registration of Transfer or exchange. No notice or demand on the other Loan Documents, and Company in any Default or Event of Default waived case shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend entitle the Company to any subsequent other or further notice or demand in similar or other Default or Event of Default or impair any right consequent thereoncircumstances.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, under this Agreement or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement, any Loan Document nor any provision hereof 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, with the consent of the Required Lenders and (y) in the case of any waiverother Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan -154- Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall: (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees or premiums payable hereunder, without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive (x) any obligation of the Borrower to pay default interest pursuant to Section 2.13(c) or to amend Section 2.13(c) or (y) a Default or Event of Default, (iii) postpone the maturity of any Loan, or the date of any scheduled amortization payment of the principal amount of any Term Loan, or the reimbursement date with respect to any LC Disbursement, or any date for the payment of any interest, premium or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby or change Section 4.02 of the Collateral Agreement, in any case, without the written consent of each Lender, (v) change any of the provisions of this Section without the written consent of each Lender, (vi) change the percentage set forth in the definition of “Required Lenders,” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vii) release all or substantially all the value of the Guarantees under the Guarantee Agreement (except as expressly provided in this Agreement or the Guarantee Agreement) without the written consent of each Lender, (viii) release all or substantially all the Collateral from the Liens of the Security Documents (except as expressly provided in this Agreement or the Security Documents), without the written consent of each Lender, (ix) 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 -155- consent of Lenders holding a Majority in Interest of the outstanding Loans and unused Commitments of each affected Class; (x) subordinate, or have the effect of subordinating, the BorrowerLoan Document Obligations to any other Indebtedness or other obligation, without the written consent of each Lender; or (xi) subordinate, or have the effect of subordinating, the Liens securing the Loan Document Obligations to Liens securing any other Indebtedness or other obligation, without the written consent of each Lender; provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank without the prior written consent of the Administrative Agent or such Issuing Bank, (B) any provision of this Agreement or any other Loan PartiesDocument may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall be restored not have received, within five Business Days of the date of such notice to their former positions the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and rights hereunder and under the other Loan Documents, and (C) no such agreement shall amend or otherwise modify Section 6.12 or any definition related thereto (as any such definition is used for purposes of such Sections) or waive any Default or Event of Default waived shall be deemed resulting from a failure to be cured and not continuing; it being understood that no such waiver shall extend to perform or observe Section 6.12 (including any subsequent or other related Default or Event of Default resulting from a failure to comply with Section 6.12 due to the occurrence of an actual Event of Default with respect to the Financial Performance Covenant set forth in Section 6.12) or impair alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article VII as a result of a breach of Section 6.12, in each case without the written consent of the Required Revolving Lenders; provided, however, that the amendments, modifications or waivers described in this clause (C) shall not require the consent of any right consequent thereon.Lenders other than the Required Revolving Lenders. Notwithstanding the foregoing, (a) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) 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 and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion and (b) guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent 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 law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. (c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the consent

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In 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. Except as provided in Section 2.20 with respect to any Incremental Facility Amendment, neither any Loan Document nor any provision thereof may be waived, amended or modified 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 waiver, the Borrower, the other Loan PartiesDocument, the Lenders and 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 that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan, LC Disbursement or LC Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or the date of any scheduled payment of the principal amount of any Term Loan under Section 2.10 or the applicable Incremental Facility Amendment, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be restored applied as among the Lenders or Types of Loans or change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, in each case without the written consent of each Lender adversely affected thereby, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to their former positions and waive, amend or modify any rights hereunder and under thereunder or make any determination or grant any consent thereunder, without the other Loan Documentswritten consent of each Lender (or each Lender of such Class, and any Default or Event of Default waived shall be deemed to be cured and not continuing; as the case may be) (it being understood that, other than pursuant to any Incremental Facility Amendment (the consent requirements for which are set forth in Section 2.20), 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 Loans and Revolving Commitments on the date hereof), (vi) release any material Subsidiary Loan Party from its Guarantee under the Collateral Agreement (except as expressly provided in the Collateral Agreement), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (vii) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent of each Lender, (viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class or (ix) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(e) without the written consent of such SPV; provided further that (A) no such waiver agreement shall extend amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, upon the election of the Borrower to switch from GAAP to IFRS this Agreement may be amended (or amended and restated) with only the written consent of the Administrative Agent and the Subsidiary Loan Parties (and not any subsequent other Lender or other Default or Event the Required Lenders) to eliminate any changes to the meaning of Default or impair any right consequent thereonthis Agreement as a result of such election.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, the Issuing Banks or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In Notwithstanding the foregoing Borrower and Administrative Agent may, without the consent of the other Lenders, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or supplement if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.None of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified (other than the Agent Fee Letter, which may be amended in accordance with its terms) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (and a copy thereof shall be provided to the Administrative Agent) or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, however, that no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender or any Issuing Bank (including, without limitation, amending the definition of “Applicable Percentage”) without the written consent of such Lender or such Issuing Bank, as applicable, (ii) reduce the principal amount of any Loan or Letter of Credit or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby and, in the case of any waiverLetter of Credit, the Borrowerapplicable Issuing bank, (iii) postpone the scheduled date of payment of the principal amount of any Loan or Letter of Credit, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby and, if applicable, the applicable Issuing Bank; provided, however, that notwithstanding clause (ii) or (iii) of this Section 9.02(b), only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in Section 2.10(h), (iv) change Section 2.15(b), Section 2.15(c) or any other Loan PartiesSection hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the Lenders and pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release any Holdings Guaranty or all or substantially all of the value of the Guaranties provided by the Guarantors, without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Article 8 or Section 9.17 (in which case such release may be made by the Administrative Agent shall be restored acting alone), (vi) 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 their former positions and rights hereunder and under the other Loan Liens of the Security Documents, and any Default or Event in each case without the written consent of Default waived shall be deemed to be cured and not continuing; each Lender (it being understood that additional Loans pursuant to Section 2.18 may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents), except to the extent the release of any Collateral is permitted pursuant to Section 9.17 (in which case such release may be made by the Administrative Agent acting alone), (vii) change any of the Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (viii) waive any condition set forth in Section 4.01 (other than as it relates to the payment of fees and expenses of counsel), or, in the case of any Loans made on the Effective Date, Section 4.02, without the written consent of each Lender and each Issuing Bank. Notwithstanding anything to the contrary herein, no such waiver agreement shall extend amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the case may be (it being understood that any change to any subsequent or other Default or Event Sections 2.17 and 2.20 shall require the consent of Default or impair any right consequent thereonthe Administrative Agent and the Issuing Banks).

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, or delay by any Lender Party in exercising any right or power hereunder or under any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders Lender Parties hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank Party may have had notice or knowledge of such Default at the time. In (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, restated or otherwise modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders; or (ii) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under each Loan Party that is a party thereto, with the other Loan Documents, consent of the Required Lenders ; provided that no such agreement shall: (A) increase the Commitment of any Lender without the written consent of such Lender and any Default or Event of Default waived shall be deemed to be cured and not continuing; Voting Participant, it being understood that no such waiver shall extend to any subsequent waivers, amendments, restatements or other Default modifications of conditions precedent, covenants, Defaults or Event Events of Default or impair of a mandatory reduction in the aggregate commitments shall not constitute increases in any right consequent Commitment; (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon., or reduce or forgive any interest or fees payable hereunder, in each case without the written consent of each Lender and Voting Participant directly affected thereby; provided that nothing in this paragraph (B) shall restrict the ability of any Lender to reduce or forgive any amounts payable to such Lender with

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the any other Loan Documents Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Except as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase), 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 Borrowers and the Required Lenders (or the Administrative Agent acting at the direction of the Required Lenders) or (y) in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan DocumentsParty or Loan Parties that are parties thereto, and any Default or Event with the consent of Default waived shall be deemed to be cured and not continuingthe Required Lenders; it being understood provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except (1) in connection with the waiver of applicability of any post- default increase in interest rates, which waiver shall extend to be effective with the consent of the Required Lenders and (2) that any subsequent amendment or modification of defined terms used in the determination of the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Default Obligations payable hereunder, or Event of Default or impair any right consequent thereon.reduce the amount

Waivers; Amendments. (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In Notwithstanding anything to the case of contrary contained herein or in any waiverother Loan Document, the Borrower, authority to enforce rights and remedies hereunder and under the other Loan PartiesDocuments against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Bank; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent shall be restored from exercising on its own behalf the rights and remedies that inure to their former positions and rights its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Default Lender from exercising setoff rights in accordance with Section 12.08 (subject to the terms of Section 4.01), or Event (d) any Lender from filing proofs of Default waived shall be deemed to be cured claim or appearing and not continuing; it being understood that no such waiver shall extend filing pleadings on its own behalf during the pendency of a proceeding relative to any subsequent or Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Default or Event Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of Default or impair the preceding proviso and subject to Section 4.01, any right consequent thereonLender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In 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) Except as otherwise set forth in this Agreement, including as provided in Section 2.20 with respect to any Incremental Facilities and Section 2.24 with respect to any Loan Modification Agreement, neither any Loan Document nor any provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (with a copy to the Administrative Agent) or, in the case of any waiver, the Borrower, the other Loan PartiesDocument, the Lenders and pursuant to an agreement or agreements in writing entered into by the Administrative Agent shall be restored to their former positions and rights hereunder the Loan Party or Loan Parties that are party thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall: (i) without the written consent of each Lender directly and under adversely affected thereby: (A) increase the other Loan Documents, and Commitment of any Default or Event of Default waived shall be deemed to be cured and not continuing; Lender (it being understood that no such a waiver shall extend to of any subsequent condition precedent set forth in Section 4.02 or other Default or the waiver of any Default, Event of Default Default, mandatory prepayment or impair mandatory reduction of the Commitments shall not constitute an extension or increase of any right consequent Commitment of any Lender), (B) reduce or forgive any portion of the principal amount of any Loan or LC Disbursement (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction in principal) or reduce the rate of interest thereon or forgive any interest thereon., or reduce or forgive any fees payable hereunder (it being understood that any change to the definition of any ratio used in the calculation of the interest rate or fees therein or in the component definitions thereof shall not constitute a reduction or forgiveness of interest or fees), provided that only the consent of the Required Lenders shall be necessary to

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank Collateral Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case None of this Agreement, any waiver, the Borrower, the other Loan PartiesDocument or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documentsconsent of the Required Lenders; provided, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood however, that no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; provided, however, that notwithstanding clause (ii) or (iii) of this Section 10.02(a), only the consent of the Required Lenders shall extend be necessary to waive any subsequent obligation of the Borrower to pay interest at the default rate set forth in Section 2.05, (iv) change Section 2.10(c), Section 2.10(d), Section 2.15 or any other Default Section hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release all or Event substantially all of Default the value of any Guarantees set forth in Article 7 hereof, or impair the Collateral without the written consent of each Lender, except to the extent the release of any right consequent thereon.Guarantor or Collateral is permitted pursuant to Article 9 or Section 10.17 (in which case such release may be made by the Administrative Agent or the Collateral Agent, as applicable, acting alone), (vi) change any of the provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vii) waive any condition set forth in Section 4.01

Waivers; Amendments. 140 (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In (b) Subject to Section 3.03(b) and Section 3.03(c), neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the case of any waiver, Borrower and the Borrower, Majority Lenders or by the other Loan Parties, the Lenders Borrower and the Administrative Agent shall be restored to their former positions and rights hereunder and under with the other Loan Documents, and any Default or Event consent of Default waived shall be deemed to be cured and not continuingthe Majority Lenders; it being understood provided that no such waiver agreement shall (i) increase the Commitment, Elected Commitment or the Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) increase the Borrowing Base without the written consent of each Lender, decrease or maintain the Borrowing Base without the consent of the Required Lenders; provided that (1) if there are two Lenders party to this Agreement, affirmations or decreases in the Borrowing Base will require approval of all Lenders in their sole discretion, or modify Section 2.07 in any manner which results in an increase in the Borrowing Base without the consent of each Lender (other than any Defaulting Lender) and (2) a Scheduled Redetermination may be postponed by the Required Lenders and an automatic reduction of the Borrowing Base may be waived by the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Obligations hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby, (v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend Section 6.01, Section 8.13, Section 10.02(c), or Section 12.14 or change the definition of the term “Subsidiary” without the written consent of each Lender (other than any Defaulting Lender), (vii) release the Parent or any other Guarantor from its obligations under the Guaranty or the Pledge and Security Agreement, as applicable (except as set forth therein), release all or substantially all of the collateral (other than as provided in Section 11.10), reduce the percentage set forth in Section 8.12(a) to less than 90%, without the written consent of each Lender (other than any subsequent Defaulting Lender), or other Default (viii) change any of the provisions of this Section 12.02(b) or Event the definitions of Default or impair any right consequent thereon.“

Waivers; Amendments. (a) No failure on the part or delay of the Administrative Agent, Collateral Agent in exercising any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Collateral Agent and the Lenders other Secured Parties hereunder and under the other Loan Secured Transaction Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty and Security Agreement or any other Loan Secured Transaction Document or consent to any departure by the Borrower any Grantor therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting No notice or demand on any Grantor in any case shall entitle such Grantor to any other or further notice or demand in similar or other circumstances. Neither this Guaranty and Security Agreement nor any provision hereof may be waived, amended, supplemented or otherwise modified, or any departure therefrom consented to, except with the generality affirmative vote or consent of each of the foregoingCompany and each Investor; provided, however, that following repayment of $1,500,000 of 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, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders principal amount (plus all accrued and the Administrative Agent shall be restored to their former positions and rights hereunder and unpaid Interest thereon) under the other Loan DocumentsConvertible Note issued to Syntek Capital AG (“Syntek”), and any Default such amendment of or Event waiver under the Agreement shall no longer require the written consent of Default waived shall be deemed to be cured and not continuingSyntek; it being understood provided, further, that no such amendment or waiver may materially and adversely affect the economic interest of Syntek in the Company without the prior written consent of Syntek; provided, further, that no such agreement shall extend waive, amend, supplement or otherwise modify, or consent to any subsequent a departure to, the rights or other Default or Event duties of Default or impair any right consequent thereonthe Collateral Agent hereunder without the prior written consent of the Collateral Agent.

Waivers; Amendments. (a) No failure on the part of the Administrative or delay by any Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, remedy, privilege or power hereunder or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the other Senior Loan Documents Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right, power remedy, privilege or privilege under any of the Loan Documents power, preclude any other or further exercise thereof or the exercise of any other right, power remedy, privilege or privilegepower. The rights rights, remedies, powers and remedies privileges of the Administrative Agent, any other AgentAgents, the Issuing Bank Banks and the Lenders hereunder and under the other Senior Loan Documents are cumulative and are not exclusive of any rights rights, remedies, powers or remedies privileges that they would otherwise havehave (including under applicable law). Notwithstanding anything to the contrary contained herein or in any other Senior Loan Document, the authority to enforce rights and remedies hereunder and under the other Senior Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Senior Collateral Agent in accordance with the Senior Subsidiary Security Agreement and the other Senior Collateral Documents for the benefit of all the Senior Loan Secured Parties; provided, however, that the foregoing shall not prohibit (a) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Agent) hereunder and under the other Senior Loan Documents, (b) any Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Senior Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.18), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a Bankruptcy Proceeding relative to any Loan Party; and provided, further, that if at any time there is no Person acting as the Senior Collateral Agent hereunder and under the other Senior Loan Documents, then (i) the Administrative Agent or, if there shall be no Administrative Agent, the Required Lenders shall, to the fullest extent permitted by law, have the rights otherwise ascribed to the Senior Collateral Agent pursuant to the Senior Subsidiary Security Agreement the other Senior Collateral Documents and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.18, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 183 No waiver of any provision of this Agreement or any other Senior Loan Document or consent to any departure by the Borrower any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the any Issuing Bank may have had notice or knowledge of such Default at the time. In the case of any waiver, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Waivers; Amendments. (a) No failure on the part of or delay by the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, exercising any right, right or power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any rightsuch right or power, power or privilege under any abandonment or discontinuance of the Loan Documents steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right, power right or privilegepower. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b)paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any other Agent, the Issuing Banks or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. In Notwithstanding the foregoing Borrower and Administrative Agent may, without the consent of the other Lenders, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or supplement if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. None of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified (other than the Agent Fee Letter, which may be amended in accordance with its terms) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, however, that no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender or any Issuing Bank (including, without limitation, amending the definition of “Applicable Percentage”) without the written consent of such Lender or such Issuing Bank, as applicable, (ii) reduce the principal amount of any Loan or Letter of Credit or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby and, in the case of any waiverLetter of Credit, the Borrowerapplicable Issuing bank, (iii) postpone the scheduled date of payment of the principal amount of any Loan or Letter of Credit, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby and, if applicable, the applicable Issuing Bank; provided, however, that notwithstanding clause (ii) or (iii) of this Section 9.02(b), only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in Section 2.10(h), (iv) change Section 2.15(b), Section 2.15(c) or any other Loan PartiesSection hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the Lenders and pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release any Holdings Guaranty or all or substantially all of the value of the Guaranties provided by the Guarantors, without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Article 8 or Section 9.17 (in which case such release may be made by the Administrative Agent shall acting alone), (vi) 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, in each case without the written consent of each Lender (it being Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 understood that additional Loans pursuant to Section 2.18 may be restored equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents), except to their former positions and the extent the release of any Collateral is permitted pursuant to Section 9.17 (in which case such release may be made by the Administrative Agent acting alone), (vii) change any of the provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (viiviii) waive any condition set forth in Section 4.01 (other than as it relates to the payment of fees and under expenses of counsel), or, in the other Loan Documentscase of any Loans made on the Effective Date, Section 4.02, without the written consent of each Lender and any Default each Issuing Bank. Notwithstanding anything to the contrary herein, no such agreement shall amend, modify or Event otherwise affect the rights or duties of Default waived shall the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the case may be deemed to be cured and not continuing; (it being understood that no such waiver any change to Sections 2.17 and 2.20 shall extend to any subsequent or other Default or Event require the consent of Default or impair any right consequent thereonthe Administrative Agent and the Issuing Banks).