Common use of Amendment and Waiver Clause in Contracts

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term provision of this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any of and the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith provision hereof may be waived, only in a writing onlysigned (a) in the case of any amendment (other than any amendment effected pursuant to any Joinder delivered in accordance with Section 5.10 hereof), by each of the Parties and (b) in the case of a waiver, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment Party or Parties waiving rights hereunder. No waiver shall (A) change the amount of the principal of or by any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver Party of any of the provisions hereof shall be effective unless explicitly set forth in writing. Notwithstanding anything to the contrary in this Section 5.2, if any Holder purchases any additional Company Warrants (“Additional Warrants”) (which purchase shall have been approved by Holders of a majority in interest of the Existing Warrants) after the date such Holder executed this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) a Joinder, such Additional Warrants shall be informed thereof by deemed to constitute Existing Warrants and Schedule 1 shall be deemed to have been supplemented to include (i) the Company andname of such Holder under the column heading “Holder” of such Schedule, if (ii) the warrant certificate number of such holder Additional Warrants under the column heading “Warrant Certificate Number” of such Schedule, (iii) the Initial Exercise Date of, and as defined in, such Additional Warrants under the column heading “Initial Exercise Date” of such Schedule, (iv) the number of Class A Shares to which such Holder is entitled to purchase under such Additional Warrants under the benefit column heading “Existing Warrant Shares” of any such provision proposed Schedule and (v) an amount equal to be amended or waivedthe 200% of such number of Class A Shares under the column heading “Exchange Warrant Shares” of such Schedule, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsin each case for all purposes hereof. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Except as specifically set forth in this Agreement andAgreement, unless explicitly provided otherwise therein, no failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other Operative Documents mayright, with the consent power or remedy. The remedies provided for herein are cumulative and are not exclusive of the Company, be amended, or compliance therewith any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement or Agreement, and any of consent to any departure by any party from the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective only if it is made or given in writing and signed by each of: (i) the opportunity Company; (ii) Shareholders beneficially owning not less than a majority in interest of considering the samethen issued and outstanding New Class B Preferred of all Series, voting together as a single class; and (iii) Shareholders beneficially owning not less than a majority of the then outstanding New Class A Preferred of all Series, voting together as a single class. Any such amendment, supplement, modification, waiver or consent shall be supplied by binding upon the Company with sufficient information and all of the Shareholders. Not in limitation of the foregoing, (A) no amendment to enable it Section 5.3 shall eliminate or modify a Shareholder’s right to make an informed decision with respect thereto anddesignate a director pursuant to subsections (i)-(iv) thereof, if without the written consent of the Shareholder or Shareholders designating such offer is accepted by director, and (B) no amendment shall adversely affect the rights of a Shareholder or a Class of Preferred Stock in a manner disproportionate to the effect on other Shareholders or Class of Preferred Stock, as the case may be, without the written consent of such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite Shareholder or holders of Securities have given any authorizationa majority of the shares of all Series of such Class, consent or waiver under this section 16voting together as a single class, any Securities owned by as the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingcase may be.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder Lender or Lenders affected thereby, do any of Securities forthwith the following: (but in any event not later than five daysa) following increase the effective date thereof. stated amount of such Lender’s commitment hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the provisions Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (f) change the definitions of “Revolving Credit Percentage”, “Percentage”, “Interest Periods”, “Majority Lenders”, “Majority Revolving Credit Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10; provided, further, that notwithstanding the foregoing, the Revolving Credit Maturity Date may be postponed or extended, only with the consent of all of the kind Revolving Credit Lenders, and amount of Securities then owned by it) shall be informed thereof provided further, that no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled do any of the following: (x) reduce the principal of, or interest on, the Swing Line Note (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (z) alter the rights and duties of the Swing Line Lender hereunder and provided further, that no amendment, waiver or consent shall, unless in a writing signed by Issuing Lender affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents and no amendment, waiver, or consent shall, unless in a writing signed by the Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). The Agent shall, upon the written request of the Borrower Representative, execute and deliver to the benefit Credit Parties such documents as may be necessary to evidence (1) the release of any such provision proposed Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be amended sold or waiveddisposed of as part of or in connection with any disposition (whether by sale, shall be afforded by merger or by any other form of transaction and including the opportunity property of considering any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. terms of this Agreement; (c) In determining whether which constitutes property in which a Credit Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than a Borrower or a Subsidiary of a Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. Except as otherwise provided herein, this Warrant may be amended only (ai) Any term of this Agreement andin writing signed by the Company and the Holder, unless explicitly provided otherwise thereinor their respective successors and assigns, of any of or (ii) if the other Operative Documents may, with Company has obtained the written consent of the CompanyHolders of Warrants representing no less than a majority of the Warrant Shares obtainable upon exercise of the Warrants then outstanding, and in either case the Company may thereafter take any action herein prohibited, or omit to perform any act herein required to be performed by it, pursuant to the terms of any such amendment. Notwithstanding the foregoing, the number of Warrant Shares subject to this Warrant, the Expiration Date of this Warrant and the Exercise Price of this Warrant may not be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees)right to exercise this Warrant, subordinate and the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationexercise procedures set forth herein, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event may not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded without the opportunity written consent of considering the sameHolder. Further, if any amendment to, or waiver of, this Warrant results in a disproportionate adverse effect to the Holder or any group of holders of warrants, the written consent of the Holder, or group of holders, as the case may be, shall be supplied by required to effect such amendment or waiver. The Company shall give prompt written notice to the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, Holder of any amendment hereto or waiver hereunder that was effected without the Holder’s written consent. No consideration shall be offered and or paid such remuneration and granted such security on to any Person to amend or consent to a waiver or modification of any provision of any Warrant unless the same terms. consideration (cother than the reimbursement of legal fees) In determining whether the requisite also is offered to all other holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingWarrants.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise. (b) Any Modification of this Agreement, the Notes or any other Transaction Document other than the Warrants, shall be effective as to the Lenders (i) only if it is made or given in writing and signed by each Credit Party and the Required Lenders, except that, without the written consent of the Company, be amended, holder or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment to this Agreement or waiver any other Transaction Document shall (A) change the amount maturity of any Note, or change the principal of, or the rate, method of computation or any rate time of payment of interest on or any fee payable with respect to, any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of any premium payable the Notes required with respect to any of the Notes amendment, supplement or change the payment terms of any of the Notesmodification, or, except as provided and (ii) only in the Notes (specific instance and for the Note Guarantees)specific purpose for which made or given. No amendment, subordinate the obligation supplement or modification of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions provision of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andTransaction Documents, if such holder is entitled to the benefit or any waiver of any such provision proposed or consent to any departure by any party from the terms of any such provision may be amended made orally. Except where notice is specifically required by this Agreement, no notice to or waived, demand on any Credit Party in any case shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information entitle such Credit Party to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether Any Modification of the requisite Warrants shall be effective as to all holders of Securities have Warrants (i) only if it is made or given any authorization, consent or waiver under this section 16, any Securities owned in writing and signed by the Company Borrower which issued such Warrants and the Required Equity Holders, and (ii) only in the specific instance and for the specific purpose for which made or given; provided, however, that (i) no Modification may, without the written consent of the holder of each Warrant at the time outstanding affected thereby eliminate or diminish any material right or remedy of their respective Affiliates shall be disregarded any holder of any Warrant or affect any holder of any Warrant, in each case, in a manner that differs materially and deemed not to be outstandingadversely from the effect on any other holder of any Warrant.

Amendment and Waiver. This Agreement or any of its provisions may be waived, amended, modified or supplemented only by a written instrument that has been executed by each of the Holders and that has been (ai) Any term considered and recommended by a committee consisting of this Agreement andtwo or more Independent Directors who do not hold Class B stock (the “TRA Committee”); and (ii) upon positive recommendation by the TRA Committee, unless explicitly provided otherwise therein, approved by every member of the Board other than any of the other Operative Documents mayCovered Holders who are members of the Board and executed on behalf of the Company. The TRA Committee shall be advised by independent legal counsel and financial advisors, paid for by Alphabet, who shall not have a current or recently concluded (within one year) material relationship with Alphabet or any of the consent Holders. At their election, Independent Directors who are not members of the TRA Committee shall be entitled to retain independent counsel, paid for by Alphabet, or may be advised by counsel to the TRA Committee if they and the TRA Committee deem such representation advisable. Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, be amended, or compliance therewith may be waived, in writing only, has been approved by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent a majority of the holders of all members of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to Board other than any of the Notes or change Covered Holders who are members of the payment terms Board. No delay on the part of any of the NotesParty in exercising any right, orpower or privilege hereunder shall operate as a waiver thereof, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or nor shall any Subsidiary Guarantor) to pay any amount due waiver on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies part of any amendmentParty of any right, waiver power or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security privilege hereunder operate as an inducement for, any proposed amendment or a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Notwithstanding any other provisions herein, any waiver, modification, amendment, or supplementation of this Agreement shall be publicly disclosed at least 30 days before such waiver, modification, amendment, or any supplementation takes effect. Such disclosure shall identify the terms of the other Operative Documents unless each holder waiver, modification, amendment, or supplementation of this Agreement, and shall be made in any one of a Form 8-K, Form 10-Q, or Form 10-K filed with the United States Securities and Exchange Commission and marked for public dissemination. The reason for such disclosure shall be to provide a meaningful opportunity for judicial review of such waiver, modification, amendment, or supplementation. Alphabet and its Board of Directors agree that they will not object to such judicial review being adjudicated pursuant to the entire-fairness standard applied by the law of the Securities (irrespective State of Delaware and that they shall bear the kind burden of establishing entire fairness and amount of Securities then owned by it) shall be informed thereof by will not seek to shift the Company and, if such holder is entitled burden back to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsplaintiff(s). (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. This Agreement or any of its provisions may be waived, amended, modified or supplemented only by a written instrument that has been executed by each of the Holders and that has been (ai) Any term considered and recommended by a committee consisting of this Agreement andtwo or more Independent Directors who do not hold Class B stock (the “TRA Committee”); and (ii) upon positive recommendation by the TRA Committee, unless explicitly provided otherwise therein, approved by every member of the Board other than any of the other Operative Documents mayCovered Holders who are members of the Board and executed on behalf of the Company. The TRA Committee shall be advised by independent legal counsel and financial advisors, paid for by Google, who shall not have a current or recently concluded (within one year) material relationship with Google or any of the consent Holders. At their election, Independent Directors who are not members of the TRA Committee shall be entitled to retain independent counsel, paid for by Google, or may be advised by counsel to the TRA Committee if they and the TRA Committee deem such representation advisable. Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, be amended, or compliance therewith may be waived, in writing only, has been approved by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent a majority of the holders of all members of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to Board other than any of the Notes or change Covered Holders who are members of the payment terms Board. No delay on the part of any of the NotesParty in exercising any right, orpower or privilege hereunder shall operate as a waiver thereof, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or nor shall any Subsidiary Guarantor) to pay any amount due waiver on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies part of any amendmentParty of any right, waiver power or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security privilege hereunder operate as an inducement for, any proposed amendment or a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Notwithstanding any other provisions herein, any waiver, modification, amendment, or supplementation of this Agreement shall be publicly disclosed at least 30 days before such waiver, modification, amendment, or any supplementation takes effect. Such disclosure shall identify the terms of the other Operative Documents unless each holder waiver, modification, amendment, or supplementation of this Agreement, and shall be made in any one of a Form 8-K, Form 10-Q, or Form 10-K filed with the United States Securities and Exchange Commission and marked for public dissemination. The reason for such disclosure shall be to provide a meaningful opportunity for judicial review of such waiver, modification, amendment, or supplementation. Google and its Board of Directors agree that they will not object to such judicial review being adjudicated pursuant to the entire-fairness standard applied by the law of the Securities (irrespective State of Delaware and that they shall bear the kind burden of establishing entire fairness and amount of Securities then owned by it) shall be informed thereof by will not seek to shift the Company and, if such holder is entitled burden back to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.plaintiff(s)

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the other Operative Documents mayparties hereto in exercising any right, with the consent of the Company, be amendedpower, or compliance therewith remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will notAny amendment, directly waiver, supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions provision of this Agreement or the Notes and any of consent to any departure by any party from the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit terms of any such provision proposed to be amended of this Agreement or waivedthe Notes, shall be afforded the opportunity of considering the same, shall be supplied effective (i) only if it is made or given in writing and signed by the Company with sufficient information Borrower and the Required Purchasers and (ii) only in the specific instance and for the specific purpose for which made or given; provided that, notwithstanding the foregoing, without the prior written consent of the Purchaser affected thereby, an amendment, waiver, supplement or modification of this Agreement, the Notes or any consent to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security departure from a term or provision hereof or thereof may not: (A) reduce the rate of or extend the time for payment of principal or interest on the same termsNotes; (B) reduce the principal amount of the Notes; (C) make the Notes payable in money other than that stated in the Notes; (D) reduce the amount or extend the time of payment of fees or other compensation payable to the Purchasers hereunder; or (E) change any provision of this Section 12.4(b) or the definition of “Required Purchasers” or any other provision specifying the number or percentage of Purchasers required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder. (c) In determining whether Except where notice is specifically required by this Agreement, no notice to or demand on the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Borrower or any of their respective Affiliates its Subsidiaries in any case shall be disregarded and deemed not entitle the Borrower or any of its Subsidiaries to be outstandingany other or further notice or demand in similar or other circumstances.

Amendment and Waiver. (a) Any term No modification, amendment or waiver of any provision of this Agreement andwill be effective against the Company or the Stockholders unless such modification, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, amendment or compliance therewith may be waived, waiver is approved in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of Company and the holders of all greater than fifty percent (50%) of the Notes total number of then issued and outstanding shares of Preferred Stock held by all Stockholders, which holders shall include Mitsui and Kirin, respectively, so long as Mitsui or Kirin, as applicable, owns at least fifty percent (50%) of the time outstandingnumber of shares of Preferred Stock (including for purposes of this calculation any issued and outstanding shares of Common Stock issued upon conversion of shares of Preferred Stock) owned by them, respectively, as of the Effective Time (subject to proportionate adjustment in the case of any stock split, reverse stock split, recapitalization, reclassification stock dividend or other distribution with respect to such shares); provided, however that no such modification, amendment or waiver shall (A) change be effective against any Stockholder who has not consented to such modification, amendment or waiver to the amount extent that such modification, amendment or waiver would be adverse to the interests of the principal of or such Stockholder in any rate of interest on or the amount of material respect and would have a disproportionate impact in any premium payable with material respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (rights of such Stockholder in its capacity as a Stockholder hereunder when measured against the impact of such modification, amendment or waiver on the Note Guarantees) to any rights of other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the NotesStockholders in their capacities as Stockholders hereunder. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notshall notify all Stockholders of each modification, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any provision of this Agreement that could reasonably be expected to affect the rights of such Stockholder hereunder at least five (5) business days prior to the effectiveness of such modification, amendment or waiver. The failure of any party to enforce any of the provisions of this Agreement or any will in no way be construed as a waiver of such provisions and will not affect the other Operative Documents unless right of such party thereafter to enforce each holder and every provision of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company this Agreement in accordance with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same its terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any and the obligations of the other Operative Documents may, with Company and the consent rights of the Company, be amended, or compliance therewith Holders under this Agreement may be waived, in writing onlyonly upon the written consent of the Company and the Investors holding at least a majority of the voting power of all then outstanding shares of capital stock held by such Investors. Notwithstanding the foregoing, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) this Agreement may not be amended or modified and the observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the holders of the Series D Preferred Stock hereunder without the written consent of the holders of all a majority of the Notes at outstanding Series D Preferred Stock, provided that the time outstandingcreation of any new series of Preferred Stock and the addition of any Investors shall not be deemed to have an adverse effect, no such amendment (ii) this Agreement may not be amended or waiver shall (A) change modified and the amount observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the principal holders of or any rate the Series F Preferred Stock hereunder without the written consent of interest on or the amount holders of a majority of the outstanding Series F Preferred Stock, provided that the creation of any premium payable with respect new series of Preferred Stock and the addition of any Investors shall not be deemed to have an adverse effect, (iii) this Agreement may not be amended or modified and the observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the Notes or change holders of the payment terms Series G Preferred Stock hereunder without the written consent of the holders of at least sixty-eight percent (68%) of the outstanding Series G Preferred Stock, provided that the creation of any new series of Preferred Stock and the addition of any Investors shall not be deemed to have an adverse effect and (iv) this Agreement may not be amended or modified and the observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the Notesholders of the Series H Preferred Stock hereunder without the written consent of the holders of a majority of the outstanding Series H Preferred Stock, or, except as provided in that the Notes (creation of any new series of Preferred Stock and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies addition of any amendmentInvestors shall not, waiver or consent effected pursuant in and of itself, be deemed to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofhave an adverse effect. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any The provisions of the other Operative Documents mayNotes may be amended and Issuer may take any action herein prohibited, with or omit to perform any act herein required to be performed by it, only if Issuer has obtained the written consent of the CompanyMajority Holders; provided that, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstandingeach Holder affected, no such amendment an amendment, supplement or waiver shall may not (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any Notes held by a non-consenting Holder thereof): (i) reduce the principal amount at maturity of the Notes or change outstanding whose Holders must consent to an amendment; (ii) reduce the payment terms principal amount at maturity of any Note or extend the maturity of the Notes, or, except as provided any Note; (iii) make any Note payable in money other than that stated in the Notes Note; (and iv) make any change to the amendment provisions of this Note Guarantees)which require each Holder’s consent or to the waiver provisions of this Note; or (v) subordinate, subordinate the obligation in right of the Company (or any Subsidiary Guarantor) to pay any amount due on payment, the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage indebtedness for borrowed money of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofIssuer. (b) The Company will notMajority Holders may on behalf of the Holders of all the Notes waive any past default under this Note and its consequences, directly except a default (i) in any payment in respect of the principal amount of or indirectly, request or negotiate fordefault interest on any Notes, or offer (ii) in respect of a covenant or pay any remuneration provision hereof which under this Note that cannot be modified or grant any security as an inducement for, any proposed amendment or waiver of any amended without the consent of the provisions Holder of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsoutstanding Note affected. (c) It shall not be necessary for the consent of the Holders under this Section 10 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 10 becomes effective, Issuer shall mail to all Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10. (d) In determining whether the requisite holders Holders of Securities the required aggregate principal amount at maturity of Notes have given concurred in any authorizationdirection, consent waiver or waiver under this section 16consent, any Securities Notes owned by the Company Issuer or by any Affiliate of their respective Affiliates the Issuer shall be disregarded and deemed considered as though not to be outstanding.

Amendment and Waiver. (a) Any term Except as otherwise expressly provided in Sections 2.13, 2.14, 4.10 and 4.11, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers, the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” or true and correct copies of any “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant shall increase the stated amount of or extend any Lender’s commitment hereunder without such Lender’s consent; provided, that any waiver of, or any consent to this section 16 a departure from, a condition precedent, a Default or an Event of Default, a mandatory prepayment or a mandatory reduction of Commitments shall not constitute an increase or extension of any Commitment of any Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder; provided, that (I) only the written consent of the Majority Lenders shall be delivered by necessary to amend Section 9.2(e) or to waive any obligation of the Company Borrowers to pay interest at the rate set forth therein, in each holder case, in respect of Securities forthwith the Indebtedness subject thereto, and (but in II) only the written consent of the Majority Lenders shall be necessary to amend any event not later than five daysfinancial covenant hereunder (or any defined term used therein) following even if the effective date thereof.effect of such amendment would be to reduce the rate of interest or to reduce any Fee, (bB) The Company will not, directly or indirectly, request or negotiate forpostpone any date fixed for any payment of principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver of any Fees or other amounts payable hereunder (except with respect to the payments required under Sections 2.10(b) and 4.8), and (C) change any of the provisions of this Agreement Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders” (except as set forth in Sections 2.14 or 4.11), or any other provision of any Loan Document specifying the other Operative Documents unless each holder number or percentage of the Securities Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; provided that (irrespective of the kind and amount of Securities then owned by itI) shall be informed thereof by the Company and, if such holder is entitled changes to the benefit definition of any such provision proposed “Majority Revolving Credit Lenders” shall only require the written consent of each Revolving Credit Lender, and (II) changes to be amended or waived, the definition of “Majority Term Loan Lenders” shall be afforded only require the opportunity written consent of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.each Term Loan Lender;

Amendment and Waiver. (a) Any term of this This Agreement andmay not be modified or amended and no waiver, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent or approval by or on behalf of the Company, be amended, Parent or compliance therewith Merger Sub may be waivedgranted except by an instrument or instruments in writing signed by, in writing onlythe case of any modification or amendment, by each Party to this Agreement or, in the Required Holders case of each class any waiver, consent or approval, such Party, except that following satisfaction of Securities entitled the condition set forth in Section 8.1(a), there shall be no amendment or change to the benefits of such term, provided that (i) without provisions hereof which by Applicable Law or in accordance with the consent rules of the holders of all of the Notes at the time outstandingNYSE or this Agreement requires further approval by such stockholders without such further approval, no such nor shall there be any amendment or waiver shall (A) change not permitted under Applicable Law. No failure or delay on the amount part of the principal of or any rate of interest on Parent, Merger Sub or the amount Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any premium payable with respect to such right, power or remedy preclude any of other or further exercise thereof or the Notes or change the payment terms exercise of any of the Notesother right, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (power or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofremedy. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement Agreement, and any consent to any departure by Parent, Merger Sub or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to from the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective (i) only if it is made or given in writing and signed by, in the opportunity case of considering any modification or amendment, each Party to this Agreement or, in the samecase of any waiver, shall be supplied consent or approval, such Party and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Parent, Merger Sub or the Company with sufficient information in any case shall entitle Parent, Merger Sub or the Company, respectively, to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders Waiver by any Party of Securities have given any authorization, consent default by any other Party of any provision hereof or of any Transaction Documents shall not be deemed a waiver under this section 16, any Securities owned by the Company waiving Party of any subsequent or any other default, nor shall it prejudice the rights of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch other Party.

Amendment and Waiver. (a) Any term of this This Agreement andmay not be modified or amended and no waiver, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent or approval by or on behalf of the Company, be amended, Parent or compliance therewith Merger Sub may be waivedgranted except by an instrument or instruments in writing signed by, in writing onlythe case of any modification or amendment, by each Party to this Agreement or, in the Required Holders case of each class any waiver, consent or approval, such Party, except that following satisfaction of Securities entitled the condition set forth in ‎Section 8.1(a), there shall be no amendment or change to the benefits of such term, provided that (i) without provisions hereof which by Applicable Law or in accordance with the consent rules of the holders of all of the Notes at the time outstandingNYSE or this Agreement requires further approval by such stockholders without such further approval, no such nor shall there be any amendment or waiver shall (A) change not permitted under Applicable Law. No failure or delay on the amount part of the principal of or any rate of interest on Parent, Merger Sub or the amount Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any premium payable with respect to such right, power or remedy preclude any of other or further exercise thereof or the Notes or change the payment terms exercise of any of the Notesother right, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (power or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofremedy. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement Agreement, and any consent to any departure by Parent, Merger Sub or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to from the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective (i) only if it is made or given in writing and signed by, in the opportunity case of considering any modification or amendment, each Party to this Agreement or, in the samecase of any waiver, shall be supplied consent or approval, such Party and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Parent, Merger Sub or the Company with sufficient information in any case shall entitle Parent, Merger Sub or the Company, respectively, to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders Waiver by any Party of Securities have given any authorization, consent or default by any other Party of any provision hereof shall not be deemed a waiver under this section 16, any Securities owned by the Company waiving Party of any subsequent or any other default, nor shall it prejudice the rights of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch other Party.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement or the Notes, any waiver of any provision of this Agreement or the Notes and any consent to any departure by any party from the terms of any provision of this Agreement or the Notes shall be effective only if it is made or given in writing and signed by the Company and the Required Holders; provided, however, that no such amendment, supplement, modification or waiver may, with without the written consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent all of the holders of all Holders of the Notes at the time outstanding, no such amendment or waiver shall outstanding affected thereby (A) change the amount of the principal of or any rate of interest on or the amount time of any premium payable with respect to any payment or prepayment of principal of, or reduce the Notes rate or change the time of payment terms or method of any computation of interest on, the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders the principal amount of the Notes the Holders of which are required to approve consent to any such amendment, effectuate any such supplement, modification or waiver or accelerate payment (C) amend any provision of the Notes. Executed or true Section 9.1(a), Section 9.2, Section 9.3 and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms.Article X. (c) In determining whether the requisite holders of Securities have given any authorization, consent Any amendment or waiver under consented to as provided in this section 16, Section 12.5 is binding upon each future holder of any Securities owned by Security and upon the Company without regard to whether such Security has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, default or Event of their respective Affiliates Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Holder nor any delay in exercising any rights hereunder or under any Security shall be disregarded and deemed not to be outstandingoperate as a waiver of any rights of any Holder.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of or extend any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10(b)), (C) change any of the provisions of this Section 13.10 or the definitions of “Majority 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and (D) any modifications to the definitions of “Borrowing Base”, “Eligible Monthly Recurring Revenue”, “Eligible Recurring Revenue Contracts”, “Recurring Revenue”, “Operational Performance Guarantees” and “PMPM Performance Cap”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon Payment in Full of all Indebtedness; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such amendment and restatement, any such Lender shall be deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the benefits of indemnification provisions hereof which, by the terms hereof would survive the termination of this Agreement. (g) Each of the Securities parties hereto acknowledges and agrees that notwithstanding anything to the contrary set forth herein, no ▇▇▇▇ Event may be closed (irrespective x) until the date that is (i) if there are no Mortgaged Properties in a Flood Hazard Zone, ten (10) Business Days or (ii) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days, in each case, after the Agent or Borrower have delivered to the Lenders the following documents in respect of such real property: (A) a completed flood hazard determination from a third party vendor; (B) if such real property is located in a “special flood hazard area”, (1) a notification to the kind and amount applicable Credit Parties of Securities then owned by it) shall be informed thereof by the Company that fact and, if such holder is entitled applicable, notification to the benefit applicable Credit Parties that flood insurance coverage is not available and (2) evidence of the receipt by the applicable Credit Parties of such notice; and (3) if required by applicable Flood Laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Laws; provided that, subject to clause (y) below, any such provision proposed ▇▇▇▇ Event may be closed prior to be amended the expiration of such period if the Agent shall have received confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction or waived, shall be afforded the opportunity (y) if any part of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer property is accepted by such holder, shall be offered located in a Flood Hazard Zone and paid such remuneration and granted such security on the same termsflood insurance coverage is not available. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder (other than a failure to exercise Warrants in accordance with the provisions hereof) will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case will entitle the Company to any other or future notice or demand in similar or other circumstances. Subject to the last sentence of this Section 13, (a) Any term of if the Company so directs, the Company and the Warrant Agent will supplement or amend this Agreement and, unless explicitly provided otherwise therein, without the approval of any Holders in order to cure any ambiguity or correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not in any way adversely affect the interests of the other Operative Documents mayHolders of Warrants or the Warrant Agent and (b) the Company and the Warrant Agent may from time to time supplement or amend this Agreement, with the consent of Holders of at least 50% of the CompanyWarrants then outstanding, for any other purpose. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment which increases the Warrant Price, decreases the period of time remaining during which the Warrants may be amendedexercised, or compliance therewith may changes in a manner adverse to Holders the number of Warrant Shares purchasable upon the exercise of Warrants will be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) made without the consent of the holders of all of the Notes at the time outstandingHolders. Any such amendment, no such amendment modification, or waiver shall (A) change effected pursuant to and in accordance with the amount provisions of this Section 13 will be binding upon all Holders and upon each future Holder, the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the NotesCompany, or, except as provided in the Notes (and the Note Guarantees), subordinate Warrant Agent. In the obligation event of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver modification, or accelerate payment of the Notes. Executed or true and correct copies of any amendmentwaiver, waiver or consent effected pursuant to this section 16 shall be delivered by the Company will give prompt notice thereof to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company all Holders and, if such holder is entitled to the benefit appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of any such provision proposed to be amended transfer or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexchange. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, may be amended, modified or compliance therewith may be waived, in whole or in part, at any time pursuant to an agreement in writing only, executed by the Required Holders of Company and each class of Securities entitled to the benefits of such term, SLP Investor; provided that (i) without any amendment, modification or waiver of Article II that adversely affects the rights of the Initial Co-Investor to designate Co-Investor Designated Directors or a Co-Investor Observer or that adversely affects the rights of the Co-Investor Designated Directors or a Co-Investor Observer set forth in Article II will also require the written consent of the holders Initial Co-Investor, (ii) any amendment, modification or waiver of all Article IV or V that adversely affects the rights of the Notes at Co-Investors relative to or in a manner different than it affects the time outstandingSLP Investors shall also require the written consent of the Co-Investors and (iii) any amendment, no such amendment modification or waiver of Articles III, VI, VII, VIII or IX shall also require the written consent of each Stockholder adversely affected thereby (A) change for the amount avoidance of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notesdoubt, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve it being understood that any such amendment, effectuate any such modification or waiver that permits a transferee of Share Equivalents or accelerate payment of the Notes. Executed or true and correct copies a recipient of any newly-issued Shares Equivalents to participate on a pro rata basis based on ownership of outstanding Share Equivalents in transactions pursuant to Section 3.4, Section 3.5 and/or Section 3.7 shall not be deemed adverse to any Stockholder). If requested by the SLP Investors, the Company agrees to execute and deliver any amendments to this Agreement to the extent so requested by the SLP Investors in connection with the addition of a transferee of Share Equivalents or a recipient of any newly-issued Shares Equivalents as a party hereto; provided that such amendments are in compliance with the proviso set forth in the immediately foregoing sentence. Any amendment, modification or waiver or consent effected pursuant to this section 16 in accordance with the foregoing shall be delivered by effective and binding on the Company to and each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofStockholder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay Any failure by any remuneration or grant party at any security as an inducement for, any proposed amendment or waiver of time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsprovisions hereof. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement and, unless explicitly provided otherwise therein, of any of may be amended or modified only upon the other Operative Documents may, with the written consent of the CompanyCompany and an Institutional Majority; provided, however, that any amendment or modification to this Agreement that would materially and adversely affect the rights, preferences or privileges of any series of Senior Preferred Registrable Securities under this Agreement in a manner disproportionate to other series of Senior Preferred Registrable Securities (each such series, an “Affected Series”) shall require the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of such Affected Series; provided, further, however, that any amendments to this Agreement that relate to the creation or issuance of a senior, pari passu or junior security in a bona fide capital raising transaction, which apply equally to all holders of Senior Preferred Registrable Securities, shall not be amendedconsidered a change to the rights, preferences or compliance therewith privileges of the Senior Preferred Registrable Securities in a manner that is materially adverse to the Senior Preferred Registrable Securities; provided, further, however, that Exhibit B may be waived, in writing only, amended by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) Company without the consent of the holders of all of the Notes at the time outstandingInvestors to include any Additional Purchaser as a Strategic Investor; provided, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notesfurther, orhowever, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall that Exhibit B may not be delivered amended by the Company to each holder include an existing Investor not currently set forth on Exhibit B without the consent of Securities forthwith (but in any event not later than five days) following the effective date thereofsuch existing Investor. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent Any amendment or waiver under effected in accordance with this section 16, any Securities owned by the Company or any of their respective Affiliates Agreement shall be disregarded binding upon each Investor and deemed not to be outstandingHolder of Registrable Securities in accordance with the terms hereof.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any and the obligations of the other Operative Documents may, with Company and the consent rights of the Company, be amended, or compliance therewith Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of a majority of the then-outstanding Registrable Securities. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing onlyto such amendment, by termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 5.5 shall be binding on all parties hereto, regardless of whether any such party has consented thereto provided, however, that notwithstanding the Required Holders of each class of Securities entitled to the benefits of such termforegoing, provided that (i) Section 3.7(a) of this Agreement shall not be amended or waived without the written consent of any of NEA, Osage, ▇▇▇▇▇▇▇, Altitude, Roche, Longwood or ▇▇▇▇▇ Street so long as such party is entitled to designate an observer pursuant to Section 3.7(a), (ii) Section 3.7(b) shall not be amended or waived without the written consent of AstraZeneca so long as such party is entitled to designate an observer pursuant to Section 3.7(b) and (iii) Section 3.7(c) shall not be amended or waived without the written consent of the holders of all a majority of the Notes at the time outstanding, no shares of New Preferred Stock so long as such amendment or waiver shall (A) change the amount of the principal holders are entitled to designate an observer pursuant to Section 3.7(c). No waivers of or exceptions to any rate term, condition, or provision of interest on this Agreement, in any one or the amount more instances, shall be deemed to be or construed as a further or continuing waiver of any premium payable with respect to any of the Notes or change the payment terms of any of the Notessuch term, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationcondition, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofprovision. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (aA) Any term term, covenant agreement or condition of this Agreement and, unless explicitly provided otherwise therein, of any or of the other Operative Documents Notes may, with the consent of the Company, Borrower be amended, or compliance therewith may be waived, waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Required Holders Majority Holders, except that (1) no such amendment or waiver shall (a) change the principal of, or the rate of each class interest on, any of Securities entitled the Notes, (b) change the time of payment of all or any portion of the principal of or interest on or any prepayment charge payable with respect to any of the Notes, (c) modify any of the provisions of this Agreement or of the Notes with respect to the benefits payment or prepayment of the principal thereof or prepayment charge or interest thereon, (d) change the percentage of Notes required with respect to any such termamendment or to effectuate any such waiver, provided that (ie) modify any provision of this Section or (f) modify any provision of Section 13.1 or 16.14 hereof or of the Subsidiary Guarantee, without in each case the specific prior written consent of the holders of all of the Notes at the time outstanding; and (2) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. (B) Any amendment or waiver pursuant to Subsection (A) of this Section 16.2 shall apply equally to all holders of the Notes at the time outstanding and shall be binding upon them, upon each future holder of any Note, and upon the Borrower, in each case whether or not a notation thereof shall have been placed on any Note. (C) Notwithstanding any other provision contained in this Section 16.2 or elsewhere in this Agreement to the contrary, Notes which at any time are held by Holdings, the Borrower or by any or their Subsidiaries or Affiliates shall not be deemed outstanding for purposes of any vote, consent, approval, waiver or other action required or permitted to be taken by the holders of Notes, or by any of them, under the provisions of this Section 16.2 or Section 13 of this Agreement, and none of Holdings, the Borrower or any such Subsidiary or Affiliate shall be entitled to exercise any right as a holder of Notes with respect to any such vote, consent, approval or waiver or to take or participate in taking any such action at any time. (D) The parties hereto agree that no amendments or waivers pursuant to this Section 16.2 shall be granted unless each holder of Notes has had the opportunity to participate in conferences and discussions with respect to any such amendments or waivers, and has received the same information, drafts, notices, memoranda and other written communications pertaining to such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to are received by any other obligation, Purchaser or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofEligible Holder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Agreement and, unless explicitly provided otherwise therein, may be amended from time to time by the Depositor and the Trustee without the consent of any of the other Operative Documents may, with the consent of the Company, be amended, Unitholders (a) to cure any ambiguity or compliance therewith to correct or supplement any provisions contained herein which may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment defective or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable inconsistent with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. provision contained herein; (b) The Company will not, directly to change any provision hereof as may be required by the Securities and Exchange Commission or indirectly, request any successor governmental agency exercising similar authority; or negotiate for, (c) to make such other provisions in regard to matters or offer questions arising hereunder as shall not adversely affect the interest of the Unitholders (as determined in good faith by the Depositor and the Trustee). This Agreement may also be amended from time to time by the Depositor and the Trustee (or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver the performance of any of the provisions of this Agreement may be waived) with the consent of holders of Units representing 66-2/3% of the Units at the time outstanding under the Trust Agreement of the individual Trust Fund or Trust Funds affected for the purpose of adding any provisions of this Agreement or of modifying in any manner the rights of the holders of Units of such Trust Fund or Trust Funds; PROVIDED, HOWEVER, that in no event may any amendment be made which would (a) alter the rights to the Unitholders as against each other, (b) provide the Trustee with the power to engage in business or investment activities other than as specifically provided in this Agreement or (c) adversely affect the characterization of the Trust as a grantor trust for federal income tax purposes; PROVIDED, FURTHER, that the consent of 100% of the Unitholders of any individual Trust Fund is required to amend this Agreement (a) to increase the number of Units of such Trust Fund issuable hereunder above the number of Units specified in the Prospectus or such lesser amount as may be outstanding at any time during the term of this Agreement, (b) to permit, in addition to acquisitions permitted under Section 3.10 hereof, the acquisition hereunder of any Securities for such Trust Fund different from those specified in Schedule A to the Trust Agreement, (c) to reduce the aforesaid percentage of Units the holders of which are required to consent to certain amendments and (d) to reduce the interest in such Trust Fund represented by any Units of such Trust Fund. Promptly after the execution of any amendment requiring the consent of the Unitholders or any of any other amendment if directed by the other Operative Documents unless each holder Depositor, the Trustee shall furnish written notification of the Securities (irrespective substance of such amendment to each Unitholder then of record affected thereby. It shall not be necessary for the consent of Unitholders under this Section 10.01 or under Section 9.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the kind and amount of Securities then owned execution thereof by it) Unitholders shall be informed thereof by subject to such reasonable regulations as the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsTrustee may prescribe. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. The provisions of this Agreement may not be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Company, be amendedSpecified Percentage or commitment of any Lender, or compliance therewith may be waived(ii) extend or postpone the date of maturity of, in writing onlyextend the due date for any payment of principal or interest on, by reduce the Required Holders amount of each class any installment of Securities entitled principal or interest on, or reduce the rate of interest on, any Revolving Credit Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled, or (iii) release any security for or guaranty of the benefits Obligations (except pursuant to this Agreement or the other Loan Documents), or (iv) reduce the fees payable hereunder to which such Lender is entitled, or (v) revise this Section 11.11, or (vi) waive the date for payment of such termany principal, provided that interest or fees hereunder or (ivii) amend the definition of Determining Lenders; (b) without the consent of the holders of all Swing Line Bank, if it would alter the rights, duties or obligations of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. Swing Line Bank; (c) In determining whether without the requisite holders consent of Securities have given the Administrative Lender, if it would alter the rights, duties or obligations of the Administrative Lender; or (d) without the consent of the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank. Neither this Agreement nor any authorizationterm hereof may be amended orally, consent or waiver under this section 16, nor may any Securities owned provision hereof be waived orally but only by an instrument in writing signed by the Company or any Administrative Lender and, in the case of their respective Affiliates shall be disregarded and deemed not to be outstandingan amendment, by the Borrower.

Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or any Stockholder unless such modification, amendment or waiver is approved in writing (i) by the Company and (ii) the Onex Stockholders; provided, however, that no such modification, amendment or waiver shall be effective against any (i) Management Stockholder if such modification, amendment or waiver treats such Management Stockholder disproportionately and adversely in any materially adverse respect from all other Management Stockholders holding the same class or series of Equity Securities without such Management Stockholder’s consent and (ii) Additional Stockholder if such modification, amendment or waiver treats such Additional Stockholder disproportionately and adversely in any materially adverse respect from all other Additional Stockholders holding the same class or series of Equity Securities without any such Additional Stockholder’s consent. Notwithstanding the foregoing, (a) Any term the Company may from time to time add additional holders of Equity Securities of the Company as parties to this Agreement with the consent of the Onex Stockholders and without the consent or additional signatures of the other Stockholders (and amend and/or restate the Agreement, including any Schedules, Exhibits or Annexes hereto, solely to reflect such additional holders), and upon the Company’s receipt of such additional holder’s executed signature pages hereto or joinder agreement, such additional holders shall be deemed to be a party hereto (as a Minority Stockholder or otherwise) and such additional signature pages shall be a part of this Agreement and, unless explicitly provided otherwise therein, and (b) in the event that the ownership of any of Stockholder changes for any reason, the other Operative Documents mayCompany may substitute, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) Onex Stockholders and without the consent or additional signatures of the holders of all of the Notes at the time outstandingother Stockholders, no an updated Schedule I hereto reflecting such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount changes. The failure of any premium payable with respect party to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of enforce any of the provisions of this Agreement or any shall in no way be construed as a waiver of such provisions and shall not affect the other Operative Documents unless right of such party thereafter to enforce each holder and every provision of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company this Agreement in accordance with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same its terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term This Agreement may be amended or any provision of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, ; provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no any amendment or waiver shall be binding only if such amendment or waiver shall is set forth in a writing executed by Seller and Buyer and (Aii) change subject to the amount first sentence of the principal of or any rate of interest on or the amount of any premium payable Section 7C with respect to any the waiver of conditions to Closing as of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement forClosing, any proposed amendment or waiver of any provision of the provisions this Agreement shall be effective against Seller or Buyer only if set forth in a writing executed by such Person. No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit rights or obligations of any such provision proposed to be amended person under or waivedby reason of this Agreement. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be afforded deemed to be or construed as a waiver of the opportunity same or any other term or condition of considering this Agreement on any future occasion. 10M. Company Disclosure Letter. Disclosure of any item in any section or subsection of the same, Company Disclosure Letter shall be supplied by deemed to have been disclosed with respect to any other section or subsection of the Company with sufficient Disclosure Letter if the relevance of such item is reasonably apparent on the face of such disclosure based on the information disclosed; provided, that no such disclosure shall be deemed to enable it to make qualify the last sentence of Section 4E unless expressly set forth in Section 4E of the Company Disclosure Letter. The inclusion of information in the Company Disclosure Letter shall not be construed as, and shall not constitute, an informed decision admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect thereto andto any item, if such offer is accepted by such holder, nor shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.it be

Amendment and Waiver. No failure or delay of the holder in exercising any power or right hereunder (other than a failure to exercise Warrants in accordance with the provisions hereof) will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case will entitle the Company to any other or future notice or demand in similar or other circumstances. Subject to the last sentence of this Section, (a) Any term of the Company and the Warrant Agent may supplement or amend this Agreement and, unless explicitly provided otherwise therein, without the approval of any of Holders in order to cure any ambiguity or correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (b) the other Operative Documents mayCompany and the Warrant Agent may from time to time supplement or amend this Agreement, with the consent of holders of at least 50% of the CompanyWarrants then outstanding, for any other purpose and (c) the Warrant Agent may, but shall not be amendedobligated to, execute any amendment or compliance therewith may be waived, in writing only, by supplement which affects the Required Holders rights or the duties or obligations of each class of Securities entitled the Warrant Agent. Notwithstanding anything to the benefits contrary herein, upon the delivery of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation a certificate from an appropriate officer of the Company (which states that the proposed supplement or any Subsidiary Guarantor) to pay any amount due on amendment is in compliance with the Notes (terms of this Section and, provided such supplement or on the Note Guarantees) to any other obligation, or (B) amendment does not change the percentage of holders of Notes required to approve any Warrant Agent's rights, duties, liabilities or obligations hereunder, the Warrant Agent shall execute such supplement or amendment. Any amendment, effectuate any such modification or waiver or accelerate payment effected pursuant to and in accordance with the provisions of this Section will be binding upon all holders and upon each future holder, the NotesCompany and the Warrant Agent. Executed or true and correct copies In the event of any amendment, waiver modification or consent effected pursuant to this section 16 shall be delivered by waiver, the Company will give prompt notice thereof to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company all holders and, if such holder is entitled to the benefit appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of any such provision proposed to be amended transfer or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexchange. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, enter into any amendment of any term or provision, or accept any consent or waiver with respect to any such provision, of (a) Any term its articles of this Agreement andincorporation or by-laws in any manner material and adverse to the Lenders, unless explicitly provided otherwise therein, (b) any material provision of any material Capital Lease in any manner material and adverse to the Lenders or (c) any provision in any Ground Lease provision that is set forth on Exhibit K hereto. --------- The Borrower shall not, nor shall it permit the Parent or any Subsidiary of the Borrower to, amend or change (or take any action or fail to take any action the result of which is an effective amendment or change) or accept any waiver or consent with respect to, the Subordinated Debt or the Parent Senior Notes, the Indenture or any other Operative Documents mayParent Senior Notes Documentation, with or any Second Parent Issuance Documentation or any Bridge Debt, that would result in (a) an increase in any principal, interest, fees, or other amounts payable under the consent Subordinated Debt, the Parent Senior Notes Documentation, the Second Parent Issuance Documentation or the Bridge Debt (including without limitation a waiver or action that results in the waiver of any payment default under the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation), (b) a change in any date fixed for any payment of principal, interest, fees, or other amounts payable under the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation (including, without limitation, as a result of any redemption) to a date earlier than January 31, 2005, (c) a change in any financial covenant in the Subordinated Debt, the Parent Senior Notes Documentation, the Bridge Debt or the Second Parent Issuance Documentation to a more restrictive provision for the Borrower, the Parent or any Subsidiary of the CompanyBorrower, be amended, (d) an increase in any remedy or compliance therewith may be waived, in writing only, by right (or any change that broadens the Required Holders of each class of Securities entitled to the benefits of such term, provided that (irights or remedies) without the consent of the holders of all the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation, (e) a change in any covenant, term or provision in the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation which would result in such term or provision being more restrictive than the terms of this Agreement and the Loan Papers, (f) a change in any term or provision of the Parent Senior Notes at Documentation that would alter the time outstanding, no such amendment definition of Acquisition Debt or waiver shall (A) change the amount Section 1008 of the principal Indenture in a manner that would make it more restrictive or effect the usage of or any rate of interest on the Revolver B Loan or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationTerm Loan A, or (Bg) a change the percentage of holders of Notes required to approve in any such amendment, effectuate any such waiver term or accelerate payment provision of the Notes. Executed Subordinated Debt, the Parent Senior Notes Documentation or true and correct copies of any amendmentthe Second Parent Issuance Documentation, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but other document or instrument in connection therewith that could have, in any event not later than five days) following material respect, an adverse effect on the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any interests of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsLenders. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (C) change any of the provisions of this Section 13.9 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan A Lenders”, “Majority Term Loan B Lenders,” “Majority Term Loan C 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and, (D) any modifications to the definitions of “Borrowing Base,” “Eligible Accounts” and “Eligible Foreign Accounts”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of the Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Commitments and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.9; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andto cure any ambiguity, if such holder is entitled to the benefit of any such provision proposed to be amended omission, mistake, defect or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsinconsistency. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. Except as expressly provided in Section 1(b)(i), neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Purchasers holding a majority of the Purchased Securities issued pursuant to this Agreement (aexcluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, that Additional Purchasers purchasing Series J Securities in a Subsequent Closing may become parties to this Agreement in accordance with Section 1(b)(i) Any term without any amendment of this Agreement and, unless explicitly provided otherwise therein, pursuant to this paragraph or any consent or approval of any other Purchaser. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the other Operative Documents may, with the consent time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of the Company, be amended, or compliance therewith may be waived, in writing only, all such securities. Each Purchaser acknowledges that by the Required Holders operation of each class of Securities entitled to the benefits of such termthis paragraph, provided that (i) without the consent of the holders of all a majority of the Notes at the time outstanding, no such amendment shares of Common Stock issued or waiver shall (A) change the amount issuable upon conversion of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected Series J Securities issued pursuant to this section 16 shall be delivered by Agreement (excluding any of such shares that have been sold to the Company public or pursuant to each holder Rule 144) will have the right and power to diminish or eliminate all rights of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly such Purchaser under this Agreement. No delay or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver failure of any of the provisions of this Agreement Purchaser in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed steps to enforce such a right, power or remedy preclude any further exercise thereof by the Company and, if such holder is entitled to the benefit or of any such provision proposed to be amended other right, power or waived, shall be afforded the opportunity remedy. The rights and remedies hereunder of considering the same, shall be supplied by the Company with sufficient information to enable each Purchaser are cumulative and not exclusive of any rights or remedies which it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termswould otherwise have. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. The provisions of this Agreement may not -------------------- be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Company, be amendedSpecified Percentage or commitment of any Lender, or compliance therewith may be waived(ii) extend or postpone the date of maturity of, in writing onlyextend the due date for any payment of principal or interest on, by reduce the Required Holders amount of each class any installment of Securities entitled principal or interest on, or reduce the rate of interest on, any Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled, or (iii) release any security for or guaranty of the benefits Obligations (except pursuant to this Agreement or the other Loan Documents), or (iv) reduce the fees payable hereunder to which such Lender is entitled, or (v) revise this Section 11.11, or (vi) waive the date for payment of such termany ------------- principal, provided that interest or fees hereunder or (ivii) amend the definition of Determining Lenders; (b) without the consent of the holders of all Swing Line Bank, if it would alter the rights, duties or obligations of the Notes at Swing Line Bank; (c) without the time outstanding, no such amendment or waiver shall (A) change the amount consent of the principal Administrative Lender, if it would alter the rights, duties or obligations of the Administrative Lender; or (d) without the consent of the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Administrative Lender and, in the case of an amendment, by the Borrower. Notwithstanding the foregoing, each Lender (in its capacity as a Lender hereunder and, if applicable, in its capacity as a "Participant" under the Existing Credit Agreement) hereby consents to, and authorizes, the release by the Administrative Lender of any and all Liens insofar as same (i) arose under the Existing Credit Agreement or any prior financing arrangement and (ii) cover property other than the Borrower's Inventory (provided, however, that the Administrative Lender may release any and all Liens insofar as same cover Inventory upon the occurrence of the Inventory Release Event), the CFI Note, the Equity interest of the Borrower in CFI, the rights of CompuCom Properties, Inc. under that certain Trademark License Agreement, dated as of October 25, 1991, between CompuCom Properties, Inc., as licensor, and the Borrower, as licensee, and/or any proceeds, products, amendments, modifications and/or restatements of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change foregoing property. Furthermore, each Lender which is a "Lender" (as such term is defined in the payment terms of any Existing Credit Agreement) hereby consents to, and authorizes, the sale and transfer of the Notes, or, except as provided in the Notes (Existing Credit Agreement and the Note Guarantees)indebtedness, subordinate Liens and other rights thereunder or in connection therewith to the obligation Administrative Lender, for the ratable benefit of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofLenders hereunder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. No amendment or waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Obligor from any provision hereof or thereof is effective unless it is in writing and signed by the Majority Lenders or the Administrative Agent upon the instructions of the Majority Lenders, and the relevant counterparty to such document, provided no such amendment, waiver or consent shall: (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change increase the amount of the Lenders’ Commitments; (b) extend the Maturity Date; (c) reduce the principal of or any amount of, or rate of interest on on, directly or the amount of indirectly, any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (Loan outstanding or any Subsidiary Guarantorfees; (d) to pay postpone any amount due on the Notes (or on the Note Guarantees) to date fixed for any other obligationpayment of principal of, or interest on, the Loans or any fees; (Be) change the percentage of holders the Commitments; (f) alter the manner in which payments are shared under the terms of Notes this Agreement; (g) permit any termination of all or any substantial part of the guarantees or the Security Documents or release all or any substantial part of the guarantees or the Collateral subject to the Security Documents (except as otherwise permitted under this Agreement, including, without limitation, in connection with a Permitted Asset Disposition); (h) release the Borrower or any Guarantor from any material obligations under the Security Documents and other instruments contemplated by this Agreement or any other Loan Documents (except as otherwise permitted under this Agreement); (i) reduce the priority of the Security (except as otherwise permitted under this Agreement); (j) reduce the priority of any payment obligation of the Borrower under this Agreement or any other Loan Document; or (k) amend the terms of this Section 12.2 or the definition of Majority Lenders or any other provision hereof specifying the number or percentage of Lenders required to approve waive, amend or modify any such amendmentrights hereunder or make any determination or grant any consent hereunder, effectuate any such waiver or accelerate payment in each case without the prior written consent of the Noteseach Lender. Executed or true and correct copies of any Such amendment, waiver or consent effected pursuant to this section 16 shall be delivered effective only in the specific instance and for the specific purpose for which it is given. The Administrative Agent shall provide the other Lenders with copies of all amendments, waivers and consents provided by the Company Administrative Agent with respect to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of other Loan Document promptly upon the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexecution thereof. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder Lender or Lenders affected thereby, do any of Securities forthwith the following: (but in any event not later than five daysa) following increase the effective date thereof. stated amount of such Lender’s commitment hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the provisions Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (f) change the definitions of “Revolving Credit Percentage”, “Term Loan Percentage”, “Weighted Percentage”, “Interest Periods”, “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10; provided further, that notwithstanding the foregoing, the definitions of “Borrowing Base”, “Eligible Accounts”, “Eligible Inventory” may be changed, and the Revolving Credit Maturity Date may be postponed or extended, only with the consent of all of the kind and amount Revolving Credit Lenders; the Term Loan Maturity Date may be postponed or extended only with the consent of Securities then owned by it) shall all the Term Loan Lenders; provided further, that notwithstanding the foregoing, any amendment or wavier of, or consent to any variation from, the mandatory prepayment provisions in Section 4.8 of the Credit Agreement may be informed thereof made with the consent of the Majority Term Loan Lenders; provided further, that no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled do any of the following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; provided further, that no amendment, waiver or consent shall, unless in a writing signed by Issuing Lender affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents and no amendment, waiver, or consent shall, unless in a writing signed by the Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). The Agent shall, upon the written request of Borrowers, execute and deliver to the benefit Credit Parties such documents as may be necessary to evidence (1) the release of any such provision proposed Lien granted to or held by the Agent upon any Collateral: (a) upon Payment in Full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be amended sold or waiveddisposed of as part of or in connection with any disposition (whether by sale, shall be afforded by merger or by any other form of transaction and including the opportunity property of considering any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. terms of this Agreement; (c) In determining whether which constitutes property in which a Credit Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Holdings or a Subsidiary of Holdings as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term of Except as set forth in Article 5, this Agreement and, unless explicitly provided otherwise therein, of may be amended (or any of the other Operative Documents may, provision thereof waived) with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by Company and the Required Holders of each class at least sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of Securities entitled to the benefits of Convertible Notes then outstanding; provided, however, that no such term, provided that amendment or waiver shall (i) change the fixed maturity of any Convertible Note, the rate or the time of payment of interest thereon, the principal amount thereof or the circumstances under which such Convertible Note may be called, converted or redeemed without the consent of the holders of all the Convertible Notes then outstanding, (ii) reduce the aforesaid percentage of Convertible Notes, the holders of which are required to consent to any such amendment or waiver, without the consent of the holders of all the Convertible Notes then outstanding or (iii) increase the percentage of the aggregate principal amount of the Convertible Notes that the holders of which may declare the Convertible Notes to be due and payable under Article 10 herein, without the consent of the holders of all of the Convertible Notes at then outstanding or (iv) modify the time outstandingconversion rights or the Conversion Price and adjustments thereto (as outlined in Articles 11 and 12 herein) in any material respect, no such amendment or waiver shall (A) change without the amount consent of the principal holders of or any rate of interest on or the amount of any premium payable with respect to any all of the Convertible Notes then outstanding or change (v) alter the payment terms of registration rights under Article 13 herein in any material respect, without the consent of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation holders of all of the Company (or any Subsidiary Guarantor) to pay any amount due on the Convertible Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment then outstanding and all of the Notes. Executed or true Shares outstanding other than Shares which have been sold in registered public offerings; and correct copies of any amendmentprovided, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notfurther, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed that no amendment or waiver of any provision of Article 5 shall be effective against any holder of Senior Indebtedness who has not consented thereto. The Company and each holder of a Convertible Note then or thereafter outstanding shall be bound by any amendment or waiver effected in accordance with the provisions of this Agreement Article, whether or not such Convertible Note shall have been marked to indicate such modification, but any Convertible Note issued thereafter shall bear a notation as to any such modification. Promptly after obtaining the written consent of the other Operative Documents unless each holder holders herein provided, the Company shall transmit a copy of such modification to all of the Securities (irrespective holders of the kind and amount of Securities Convertible Notes then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Securities Exchange Agreement andmay be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing only, by with the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the written consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall Company and (A) change the amount of the principal of or any rate of interest on or prior to the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the NotesClosing Date, oryou, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change after the percentage of Closing Date, the holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment 51% of the outstanding Series A Preferred Stock and 51% of the outstanding Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectlyshall not solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Securities Exchange Agreement or any of the other Operative Documents Securities unless each holder of the Securities (irrespective of the kind and amount of 50 Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity opportunity, if eligible to participate, of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this 13.4 shall be offered delivered by the Company to each holder of outstanding Securities forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Securities. The Company shall not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of the Securities as consideration for or as an inducement to the entering into by any holder of the Securities of any waiver or amendment of any of the terms and provisions of this Securities Exchange Agreement unless such remuneration and granted such security enumeration is concurrently paid, on the same terms. (c) In determining whether , ratably to the requisite holders of all of the Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be then outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10(b)), (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and (D) any modification to the definition of “Borrowing Base”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and, as applicable, the Term Loan Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andto cure any ambiguity, if such holder is entitled to the benefit of any such provision proposed to be amended omission, mistake, defect or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.inconsistency

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement and, unless explicitly provided otherwise therein, of or any of the other Operative Documents may, with the consent of the Company, be amendedLoan Document, or compliance therewith may consent to any departure by Company therefrom, shall in any event be waived, effective unless the same shall be in writing only, and signed by the Required Holders of each class of Securities entitled to the benefits of such termBanks (and, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes or change the payment terms of any of the Notesother Loan Documents, by Company, if a signatory thereto) or, except as provided in if this Agreement expressly so requires with respect to the Notes subject matter thereof, by all Banks (and and, with respect to any amendments to this Agreement or the Note Guaranteesother Loan Documents, by Company), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant shall, unless in writing and signed by all the Banks, do any of the following: (a) subject the Banks to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. additional obligations, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Revolving Credit Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any security as an inducement fordate fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any proposed amendment Fees or waiver other amounts payable hereunder, (d) waive any Event of Default specified in Sections 11.1(a) or (b) hereof, (e) release any Guarantor or terminate or modify any indemnity provided to the Banks hereunder or under the Loan Documents or release all, substantially all or any material part of the provisions Collateral, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (f) take any action which requires the signing of all Banks pursuant to the terms of this Agreement or any Loan Document or (g) change the definition of "Required Banks" or this Section 15.11; provided further, that no amendment, waiver or consent shall, unless in writing signed by the Swing Line Bank do any of the other Operative Documents following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; and provided further, however, that no amendment, waiver, or consent shall, unless each holder in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates other Loan Document, whether in its capacity as Agent, Issuing Bank or Swing Line Bank. All references in this Agreement to "Banks" or "the Banks" shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Required Banks.

Amendment and Waiver. The Indenture permits, with certain exceptions (a) Any term of this Agreement and, unless explicitly provided otherwise therein, including certain amendments permitted without the consent of any Holders and certain amendments which require the consent of all the Holders) as therein provided, the amendment thereof and the modification of the other Operative Documents may, rights and obligations of the Company and the rights of the Holders under the Indenture and the Notes at any time by the Company and the Trustee with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all at least a majority in aggregate principal amount of the Notes at the time outstanding, no such amendment or waiver shall (A) change Outstanding. The Indenture also contains provisions permitting the Holders of at least a majority in aggregate principal amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any Notes (100% of the Notes or change Holders in certain circumstances) at the payment terms time Outstanding, on behalf of any the Holders of all the Notes, or, except as provided in to waive compliance by the Company with certain provisions of the Indenture and the Notes (and certain past Defaults under the Indenture and the Notes and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note Guarantees), subordinate shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due other obligor on the Notes (or on in the Note Guarantees) event such other obligor is obligated to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment make payments in respect of the Notes), which is absolute and unconditional, to pay the principal of, premium, if any, and interest on, this Note at the times, place, and rate, and in the coin or currency, herein prescribed. Executed As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or true agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and correct copies the Note Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes, of any amendmentauthorized denominations and for the same aggregate principal amount, waiver will be issued to the designated transferee or consent effected pursuant to this section 16 transferees. Certificated Notes shall be delivered transferred to all beneficial holders in exchange for their beneficial interests in the Global Notes, if any, if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if it ceases to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days, (y) the Company decides to each holder discontinue use of Securities forthwith the system of book-entry transfer though the Depositary (but or any successor depositary) or (z) there shall have occurred and be continuing an Event of Default and the Note Registrar has received a request from the Depositary. Upon any such issuance, the Trustee is required to register such certificated Notes in any event not later than five days) following the effective date thereof. name of, and cause the same to be delivered to, such Person or Persons (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver the nominee of any thereof). Notes in certificated form are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the provisions Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of a differing authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Agreement or Note for registration of transfer, the Company, the Trustee and any agent of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any of their respective Affiliates such agent shall be disregarded affected by notice to the contrary. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. All terms used in this Note which are defined in the Indenture and deemed not otherwise defined herein shall have the meanings assigned to be outstandingthem in the Indenture.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiary Guarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notLender or Lenders affected thereby, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of do any of the provisions following: (i) increase the stated amount of such ▇▇▇▇▇▇’s commitment hereunder, (ii) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (iv) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Subsidiary Guarantor or otherwise), (irrespective v) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (vi) change the definitions of “Revolving Credit Percentage”, “Majority Lenders”, “Eligible Mortgage Loan”, “Borrowing Base”, “Applicable Advance Rate”, “Collateral Value”, Sections 8.2 or 8.3 hereof or this Section 11.10, or any of the kind defined terms used in the definition of “Borrowing Base” or “Collateral Value”; provided, further, that notwithstanding the foregoing no amendment, waiver, or consent shall, unless in a writing signed by the Agent, (1) affect the rights or duties of the Agent under this Agreement or any other Loan Document, (2) reduce the principal of, or interest on, the Swing Line Note, or (3) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of Securities then owned by itany Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) shall be informed thereof by the Company and, if extension of the final maturity date(s) of such holder is entitled to the benefit Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such provision proposed Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any commitments or repayment of any amounts owing to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security Defaulting Lender on the same termsa non pro-rata basis). (c) In determining whether The Agent shall, upon the requisite holders written request of Securities have given the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any authorization, consent Lien granted to or waiver held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this section 16Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Securities Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 11.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Subsidiary Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term 19.1. Only a writing signed by all parties hereto may amend this Agreement except that if Triumph implements any procedural change in respect to which it delivers services or requires any changes to any form required by Triumph in connection with the performance of this Agreement andAgreement, unless explicitly provided otherwise thereinTriumph shall be entitled to electronically notify Client of the proposed change to be implemented and may effectuate the implementation without further consent by Client after Client is first given thirty (30) days notice of such proposed change. No failure or delay in exercising any right hereunder shall impair any such right that Triumph may have, nor shall any waiver by Triumph hereunder be deemed a waiver of any default or breach subsequently occurring. Triumph’s rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Triumph would otherwise have. 19.2. Client acknowledges that neither Triumph’s determination that an Account qualifies as an Eligible Account nor any issuance or determination of the other Operative Documents maycredit worthiness of an Account Debtor shall not excuse or otherwise limit in any way Client’s obligations or otherwise entitle Client to assert against Triumph any form of recoupment, with the consent of the Company, be amendedset-off, or compliance therewith may be waivedany other form of claim, whether based on tort, statute, common law, or otherwise, in writing only, the event that an Account Debtor tails to pay. Client and Triumph acknowledge that any credit-worthiness determination made by Triumph shall at all times be solely for the Required Holders purpose of each class of Securities entitled and designed to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change establish the amount of the principal of Purchase Price payments that Triumph may elect to make available to Client and any underwriting in connection therewith shall at no time be necessarily based upon any industry standard or any rate of interest on or the amount of any premium payable with respect subject to any standard of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (care. Client and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to Triumph acknowledge that they do not intend this section 16 shall to be delivered by the Company subject to each holder of Securities forthwith (but modification or otherwise affected in any event not later than five days) following the effective date thereofway by any form of an implied covenant or warranty, usage of trade, course of performance and/or course of dealing. (b) 19.3. Any claim or cause of action that Client may have or seek to assert against Triumph, whether predicated on this Agreement or otherwise, shall neither constitute a defense nor serve as any basis to excuse non-performance of Client’s duty to hold in trust and turn over all Proceeds of Purchased Accounts to Triumph. The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of Client’s duties and obligations contained herein shall at all times be deemed independent covenants such that Client’s duty to honor the provisions of this section may at no time be excused or otherwise adversely affected due to, inter alia, any breach that Client may assert against Triumph. 19.4. Client acknowledges that neither the relationship created by this Agreement nor any subsequent services that Triumph may offer to Client shall entitle Client to assert any form of tort claim, whether in the form of negligence or otherwise, against Triumph and whether supported by statute, common law, or otherwise. Client and Triumph acknowledge that unless the terms of this Agreement create an express duty, the Parties do not intend for any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall duty to be informed thereof by the Company and, if such holder is entitled implied or deemed included within this Agreement except that to the benefit extent that an implied covenant of any good faith may exist and in respect thereto, both Triumph and Client agree that in respect thereto, such provision proposed to be amended or waivedduty, for the purpose of this Agreement, shall be afforded limited so that neither party shall take any action to prevent the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver other party from performing under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingAgreement.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notLender or Lenders affected thereby, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of do any of the provisions following: (i) increase the amount of such Lender’s commitments hereunder, (ii) reduce the principal of, or interest on, any outstanding Indebtedness or any fees or other amounts payable hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any fees or other amounts payable hereunder, (iv) except as expressly permitted hereunder or under the Collateral Documents, release or subordinate all or substantially all of the Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective v) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (vi) change the definitions of “Percentage,” “Eurodollar-Interest Periods,” “Majority Lenders” Sections 9.2 or 9.3 hereof or this Section 12.10; provided, further, that notwithstanding the foregoing: (A) the definitions of “Borrowing Base," “CA Borrowing Base," “Eligible Accounts," “Eligible Inventory” may be changed only with the consent of all of the kind Lenders, or (v) subordinate repayment of the Indebtedness to the prior repayment of other Funded Debt of Borrowers; and amount of Securities then owned by it(B) shall be informed thereof no amendment, waiver, or consent shall, unless in a writing signed by the Company andAgent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, if such holder is entitled unless expressly stated to refer to Majority Lenders (or the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termslike). (b) The Agent shall, upon the written request of the Borrowers, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) In determining whether which constitutes property in which a Credit Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrowers or a Subsidiary of Borrowers as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term provision of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, Warrant may be changed or amended with the prior written consent of the Holder and the Company, be amended, or compliance therewith and any provision of this Warrant may be waivedwaived with the prior written consent of the Holder. In addition, in writing only, by the affirmative vote of the Required Holders of each class of Securities entitled to at a meeting duly called for such purpose or the benefits of such term, provided that (i) written consent without the consent a meeting of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 Required Holders shall be delivered by the Company to each holder of Securities forthwith (but in required for any event not later than five days) following the effective date thereof. (b) The Company will not, directly change or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any provision of all Settlement Warrants. Any change or amendment by the provisions Company and the Required Holders, and any waiver by the Required Holders, shall be binding on all holders of Settlement Warrants (including the Holder of this Agreement Warrant). The Company hereby covenants and agrees that if, and whenever on or after the date hereof, the Company amends or modifies any term of any of the other Operative Documents unless Settlement Warrants held by any Person (each holder document amending such terms, an "Amendment Document"), then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of the Securities (irrespective of the kind and amount of Securities then owned by it) this Warrant shall be informed thereof be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of such amended or modified terms and/or conditions (as the case may be) set forth in such Amendment Document, provided that upon written notice to the Company and, if such holder is entitled at any time the Holder may elect not to accept the benefit of any such provision proposed to be amended or waivedmodified term or condition, in which event the term or condition contained in this Warrant shall be afforded apply to the opportunity of considering the same, shall be supplied by the Company with sufficient information Holder as it was in effect immediately prior to enable it to make an informed decision such amendment or modification as if such amendment or modification never occurred with respect thereto and, if such offer is accepted by such holder, to the Holder. The provisions of the foregoing sentence shall be offered apply similarly and paid such remuneration and granted such security on the same termsequally to each Amendment Document. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any Loan Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes or change the payment terms of any of the Notesother Loan Documents, or, except as provided in the Notes (and the Note Guaranteesby Company), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Lender's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal, or offer interest or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal, or interest, or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that pursuant to Section 13.13 hereof Agent shall be entitled to release any proposed amendment Collateral which any Borrower or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Lenders; (f) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Lenders pursuant to the terms of this Agreement or any other Loan Document, or (h) change the definitions "Percentage", "Majority Lenders", or this Section 14.11; provided further, that no amendment, waiver or consent shall, unless in writing signed by the Swing Line Bank do any of the other Operative Documents following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; and provided further, however, that no amendment, waiver, or consent shall, unless each holder in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates Loan Document. All references in this Agreement to "Banks" or "the Banks" shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Majority Banks.

Amendment and Waiver. (a) A. Any term provision of this Agreement and, unless explicitly provided otherwise therein, of any of or the other Operative Transaction Documents may, with the consent of the CompanyParent and Texas-Sterling, be amendedamended or waived (either generally or in a particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Majority Holders, provided that (1) no such amendment or waiver shall (a) change the rate or time of payment of interest on any of the Notes, change the number or the method of calculating the number of Shares that may be purchased upon exchange of any Note or the Exchange Price in respect of such Shares, without the consent of the holder of each Note so affected, (b) modify any of the provisions of this Agreement with respect to the payment or prepayment or purchase of Notes, or compliance therewith may be waivedchange the percentage of the principal amount of the Notes the holders of which are required with respect to any such amendment or to effectuate any such waiver, in writing onlyor to accelerate any Note or Notes, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time then outstanding, or (c) be effective prior to the Closing Date without your consent, and (2) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. B. Any amendment or waiver pursuant to Subsection A above shall (A) change the amount apply equally to all of the principal holders of or any rate of interest on or the amount Notes and shall be binding upon them, upon each future holder of any premium payable such Note and upon Parent and Texas-Sterling, in each case whether or not a notation thereof shall have been placed on any Note. C. Neither Parent nor Texas-Sterling will solicit, request or negotiate for or with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such proposed waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Transaction Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.a Note affected

Amendment and Waiver. (a) Any term of this This Agreement andand the Funding Note may be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing onlywith the written consent of the Borrower, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that Epic and (i) without on or prior to the consent of Initial Funding Date, the holders of all of Initial Lender, and (ii) after the Notes Initial Funding Date, the Lender (or, if multiple Lenders, Lenders with respect to at the time outstanding, no such amendment or waiver shall (A) change the least 66-2/3% in aggregate unpaid principal amount of the principal Advances; provided, however, that no such amendment, supplement or waiver shall, without the written consent of or any rate of interest on or the amount of any premium payable all Lenders, (a) change, with respect to the Advances, the amount or time of any required prepayment or payment of principal or premium or the rate or time of payment of interest, or change the funds in which any prepayment or payment on the Advances is required to be made; (b) reduce the percentage of the aggregate principal amount of Advances required for any amendment, consent or waiver hereunder; or (c) release any material Lien of the Trustee, held for the benefit of the Lender, on any of the Notes Collateral or change affect the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date priority thereof. (b) Any amendment, supplement or waiver effected in accordance with this Section 13.4 shall be binding upon the Lender, each Assignee and the Borrower. (c) The Company Borrower will not, directly or indirectlynot solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Agreement the Program Documents or any of the other Operative Documents Funding Note unless each holder of the Securities Initial Lender (irrespective of the kind and amount of Securities then owned Advances made by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, Borrower and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company Borrower with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this Section 13.4 shall be offered and paid such remuneration and granted such security delivered by the Borrower to the Lender forthwith following the date on which the same termsshall have been executed and delivered by the Lender of the requisite percentage of Advances. (cd) In determining whether Any amendment which adversely affects the requisite holders Trustee's rights, duties and immunities shall require the consent of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingTrustee.

Amendment and Waiver. No amendment or waiver of any provision of the Credit Documents, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Company and the Requisite Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (a) Any term of this Agreement andno amendment, waiver or consent shall, unless explicitly provided otherwise thereinin writing and signed by all of the Lenders, of do any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that following at any time: (i) without the consent waive any of the holders of all of conditions to the Notes at Lending Date specified in Article IV or waive or amend any other provision such that any condition to the time outstanding, no such amendment Lending Date is thereby waived or waiver shall amended, (Aii) change the amount of the principal of or any rate of interest on Commitments or the aggregate unpaid principal amount of any premium payable with respect to any the Loans outstanding, (iii) amend the definition of the Notes "Requisite Lenders" or change the payment terms of any of the Notesthis Section 7.2, or, except as provided in (iv) limit the Notes (and the Note Guarantees), subordinate the obligation liability of the Company hereunder; and (or any Subsidiary Guarantorb) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to Requisite Lenders and each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof.Lender that has a Commitment if such Lender is directly affected by such amendment, waiver or consent, (bi) The Company will not, directly or indirectly, request or negotiate forincrease the Commitment of such Lender, (ii) reduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment or waiver of any of the provisions of this Agreement Note(s) held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iii) postpone any date fixed for any payment of principal of, or interest on, the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by itNote(s) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted held by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Lender or any of their respective Affiliates shall be disregarded and deemed not fees or other amounts payable hereunder to be outstandingsuch Lender.

Amendment and Waiver. (aA) Any term of this Agreement and, unless explicitly provided otherwise therein, of any provision of the other Operative Documents Agreement or of the Notes may, with the consent of the Company, be amended, amended or compliance therewith may be waived, waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Required Holders holders of each class 66 2/3% of Securities entitled to the benefits aggregate unpaid principal amount of such term, the Notes; provided that that: (i) no such amendment or waiver shall, without the consent of the holders of all of the Notes at the time then outstanding, no such amendment or waiver shall (A) change the amount rate or time of the principal of or any rate payment of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in or modify any of the provisions of the Notes (and with respect to the Note Guarantees), subordinate payment or prepayment thereof or with respect to the obligation payment of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationpremium in respect thereof, or (B) change the percentage of the principal amount of the Notes the holders of Notes which are required to approve effectuate or rescind any such amendment, effectuate any such waiver or accelerate payment acceleration of the Notes, or modify any provision of this Section 9, and (ii) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. Executed or true and correct copies Each holder of any amendment, waiver Note at the time or consent effected pursuant to this section 16 thereafter outstanding shall be delivered bound by any such amendment or waiver, whether or not a notation thereof shall have been placed on the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofNote. (bB) The Company will shall not, directly or indirectlyand shall not permit any of its Affiliates to, solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this the Agreement or any of the other Operative Documents Notes unless each holder of the Securities a Note (irrespective of the kind and principal amount of Securities Notes then owned held by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andand any information delivered to any other holder of a Note. The Company shall not, if such offer is accepted and shall not permit any of its Affiliates to, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of a Note as consideration for or as an inducement to the entering into by such holderholder of any such amendment or waiver, shall be offered and paid unless such remuneration and granted such security is concurrently paid, on the same terms. (c) In determining whether the requisite , ratably to all holders of Securities all of the Notes then outstanding, whether or not such holders shall have given any authorization, consent consented to such waiver or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingamendment.

Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder (other than a failure to exercise Warrants in accordance with the provisions hereof) will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case will entitle the Company to any other or future notice or demand in similar or other circumstances. Subject to the last sentence of this SECTION 12, (a) Any term of if the Company so directs, the Company and the Warrant Agent will supplement or amend this Agreement and, unless explicitly provided otherwise therein, without the approval of any of Holders in order to cure any ambiguity or correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein and (b) the other Operative Documents mayCompany and the Warrant Agent may from time to time supplement or amend this Agreement, with the consent of Holders of at least 50% of the CompanyWarrants then outstanding, for any other purpose. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment which increases the Warrant Price, decreases the period of time remaining during which the Warrants may be amendedexercised, or compliance therewith may changes in a manner adverse to Holders the number of Warrant Shares purchasable upon the exercise of Warrants will be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) made without the consent of the holders of all of the Notes at the time outstandingHolders. Any such amendment, no such amendment modification or waiver shall (A) change effected pursuant to and in accordance with the amount provisions of this SECTION 12 will be binding upon all Holders and upon each future Holder, the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (Company and the Note Guarantees), subordinate Warrant Agent. In the obligation event of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver modification or accelerate payment of the Notes. Executed or true and correct copies of any amendmentwaiver, waiver or consent effected pursuant to this section 16 shall be delivered by the Company will give prompt notice thereof to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company all Holders and, if such holder is entitled to the benefit appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of any such provision proposed to be amended transfer or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexchange. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Administrative Agent and the Majority Lenders (or by Administrative Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by the Parent, or change any Credit Party or the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders or true and correct copies of any Supermajority Lenders (or the like). MRC Energy Company Credit Agreement 146 (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant to this section 16 shall be delivered by increase the Company to each holder stated amount of Securities forthwith (but in any event not later than five days) following the effective date thereof.L▇▇▇▇▇’s Commitment hereunder without such L▇▇▇▇▇’s consent; (bii) The Company will notno amendment, waiver or consent shall, unless in writing and signed by each Lender holding Indebtedness directly or indirectlyaffected thereby, request or negotiate fordo any of the following: (A) reduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Advance or Letter of Credit Obligation or any Fees or other amounts payable hereunder; or (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness (other than Lender Hedging Obligations and Lender Product Obligations) or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10); (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) change any of the provisions of this Section 13.9 or the definitions of “Majority Lenders”, “Supermajority Lenders”, “Majority Revolving Lenders”, “Majority Term 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; (B) increase the Borrowing Base or modify the definition of “Borrowing Base”; (C) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Administrative Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Administrative Agent and Lenders, provided however that Administrative Agent shall be entitled, without notice to or any further action or consent of Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise); MRC Energy Company Credit Agreement 147 (irrespective D) increase the maximum duration of Interest Periods permitted hereunder; (E) modify Sections 10.2 or 10.3; or (F) (x) subordinate, or have the effect of subordinating, the Indebtedness to any other Debt or (y) subordinate, or have the effect of subordinating, the Liens securing the Indebtedness to Liens securing any other Debt; (iv) any amendment, waiver or consent that will amend, modify or otherwise affect in any adverse manner, the interests, rights or obligations of the kind Revolving Credit Lenders hereunder if such waiver, amendment or modification affects the interests, rights or obligations of the Revolving Credit Lenders in a manner substantially different from and more adverse than the effect of such waiver, amendment or modification on the Term Lenders shall require the written consent of the Majority Revolving Lenders and the Majority Lenders; (v) any amendment, waiver or consent that will amend, modify or otherwise affect in any adverse manner, the interests, rights or obligations of the Term Lenders hereunder if such waiver, amendment or modification affects the interests, rights or obligations of the Term Lenders in a manner substantially different from and more adverse than the effect of such waiver, amendment or modification on the Revolving Credit Lenders shall require the written consent of the Majority Term Lenders and the Majority Lenders; (vi) any amendment, waiver or consent that will amend, modify or otherwise change the terms applicable to a Class of Term Loans shall require the written consent of the Lenders holding not less than 50% of the principal amount of Securities then owned by itsuch Term Loans in such Class; (vii) any amendment, waiver or consent that will amend, modify or otherwise change the terms of Article 3 or Section 5.2 shall be informed thereof by require the Company andwritten consent of the Majority Revolving Lenders; (viii) any amendment, if such holder is entitled to waiver or consent that will (A) amend any provision in Article 3 or (B) otherwise affect the benefit rights or duties of any such provision proposed to be amended Issuing Lender under this Agreement or waivedany of the other Loan Documents, shall be afforded require the opportunity written concurrence of considering such Issuing Lender; and (ix) any amendment, waiver, or consent that will affect the samerights or duties of Administrative Agent under this Agreement or any other Loan Document, shall be supplied by require the written concurrence of Administrative Agent. MRC Energy Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms.Credit Agreement 148 (c) In determining whether Notwithstanding anything to the requisite holders contrary herein, no Defaulting Lender shall have any right to approve or disapprove of Securities any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s Commitment, (ii) the waiver, forgiveness or reduction of the principal amount of any Advance or Letter of Credit Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Applicable Commitment Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). For the avoidance of doubt, a Defaulting Lender shall not have given the right to approve or disapprove any authorizationredetermination of the Borrowing Base. (d) Notwithstanding anything to the contrary herein, nothing in this Agreement shall be interpreted to require that any waiver, amendment, modification or consent to any Commodity Hedging Agreement, Interest Rate Agreement, Letter of Credit Document or waiver under any document executed or delivered in connection with any Lender Product require the consent of any Lender. (e) Notwithstanding anything to the contrary herein Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates shall be disregarded and deemed not the other Loan Documents to be outstandingcure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding anything to the contrary herein, Term Loan Amendments may become effective in accordance with Section 2.13.

Amendment and Waiver. (a) Any term Subject to Sections 15(b) through Section 15(g) below, no modification, amendment or waiver of any provision of this Agreement and(whether by merger, consolidation or otherwise) shall be effective against the Company and the Members unless explicitly such modification, amendment or waiver is approved in writing by, respectively, the Company and the holders of a majority of the Common Units on a fully diluted basis; provided otherwise thereinthat: (i) no such modification, amendment or waiver will adversely affect the rights hereunder of any of the parties hereto when compared with its effect on the other Operative Documents may, with similarly situated parties hereto without the consent prior written approval of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits a majority-in-interest of such termadversely-affected parties, provided that (iii) no such modification, amendment or waiver will adversely affect the rights hereunder of any holder of Series A Preferred Units without the consent prior written approval of the holders of all a majority of the Notes Series A Preferred Units (provided that such approving holders must include at least one Continuing Series A Preferred Holder if at the time outstandingsuch action is approved there is any Continuing Series A Preferred Holder), and (iii) no such modification, amendment or waiver shall (A) change will adversely affect the amount rights hereunder of any holder of Class D Common Units without the prior written approval of the principal holders of or a majority of the Class D Common Units (provided that such approving holders must include at least one Continuing Class D Common Holder if at the time such action is approved there is any rate of interest on or Continuing Class D Common Holder). A joinder to this Agreement by any other Person as a “Member” hereunder shall not be deemed to adversely affect the amount rights of any premium payable with respect other Member hereunder or to any of the Notes or change the payment terms of any of the Notesbe a modification, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of this Agreement for purposes of this Section 15. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. (b) Notwithstanding anything in Section 15(a) to the contrary, this Agreement may not be modified, amended or waived (whether by merger, consolidation or otherwise) without the prior written approval of at least one Continuing Class A Common Holder if at such time there is any Continuing Class A Common Holder, if the effect of such modification, amendment or waiver would (i) adversely affect the rights of the Members other Operative Documents unless each holder than the ABRY Members pursuant to Section 5, (ii) adversely affect the rights of the Securities Members (irrespective other than the ABRY Members) pursuant to Section 6, (iii) adversely affect the rights of the kind and amount Members pursuant to Section 7, Section 8 or Section 12, or (iv) result in an amendment, modification or waiver of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended Section 13 or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsthis Section 15(b). (c) In determining Notwithstanding anything in Section 15(a) to the contrary, neither Section 3 nor this Section 15(c) may be modified, amended or waived (whether by merger, consolidation or otherwise) without the requisite prior written approval of holders of Securities have given a majority of the Class D Common Units then outstanding (or, if no Class D Common Units are then outstanding, then holders of a majority of the Class A Common Units acquired on the date hereof by the Qualified Members), provided that such approving holders must include at least one Continuing Series A Preferred Holder, Continuing Class A Common Holder or Continuing Class D Common Holder if at such time there is any authorizationContinuing Series A Preferred Holder, consent Continuing Class A Common Holder or Continuing Class D Common Holder. (d) Notwithstanding anything in Section 15(a) to the contrary, no modification, amendment or waiver under (whether by merger, consolidation or otherwise) of: (i) any requirement in this section 16, Agreement that any Securities owned action be approved or joined in by a Continuing Class A Common Holder or the Company definition of the term “Continuing Class A Common Holder” will be effective as against New York Life or any of their respective its Affiliates shall unless either such action is approved in writing by New York Life or at the time such action is approved none of New York Life or any of its Affiliates is a Continuing Class A Common Holder, (ii) any requirement in this Agreement that any action be disregarded approved or joined in by a Continuing Class D Common Holder or the definition of the term “Continuing Class D Common Holder” will be effective as against New York Life or any of its Affiliates unless either such action is approved in writing by New York Life or at the time such action is approved none of New York Life or any of its Affiliates is a Continuing Class D Common Holder, (iii) any requirement in this Agreement that any action be approved or joined in by a Continuing Series A Preferred Holder or the definition of the term “Continuing Series A Preferred Holder” will be effective as against New York Life or any of its Affiliates unless either such action is approved in writing by New York Life or at the time of such action none of New York Life or any of its Affiliates is a Continuing Series A Preferred Holder, or (iv) this Section 15(d) will be effective as against New York Life or any of its Affiliates unless either such action is approved by New York Life or at the time such action is approved none of New York Life or any of its Affiliates is a Continuing Class A Common Holder, a Continuing Class D Common Holder nor a Continuing Series A Preferred Holder. (e) Notwithstanding anything in Section 15(a) to the contrary, no modification, amendment or waiver (whether by merger, consolidation or otherwise) of: (i) any requirement in this Agreement that any action be approved or joined in by a Continuing Class A Common Holder or the definition of the term “Continuing Class A Common Holder” will be effective as against ▇▇▇▇▇▇▇ or any of its Affiliates unless either such action is approved in writing by ▇▇▇▇▇▇▇ or at the time such action is approved none of ▇▇▇▇▇▇▇ or any of its Affiliates is a Continuing Class A Common Holder, (ii) any requirement in this Agreement that any action be approved or joined in by a Continuing Class D Common Holder or the definition of the term “Continuing Class D Common Holder” will be effective as against ▇▇▇▇▇▇▇ or any of its Affiliates unless either such action is approved in writing by Northwestern or at the time such action is approved none of ▇▇▇▇▇▇▇ or any of its Affiliates is a Continuing Class D Common Holder, (iii) any requirement in this Agreement that any action be approved or joined in by a Continuing Series A Preferred Holder or the definition of the term “Continuing Series A Preferred Holder” will be effective as against ▇▇▇▇▇▇▇ or any of its Affiliates unless either such action is approved in writing by ▇▇▇▇▇▇▇ or at the time of such action none of ▇▇▇▇▇▇▇ or any of its Affiliates is a Continuing Series A Preferred Holder, or (iv) this Section 15(e) will be effective as against ▇▇▇▇▇▇▇ or any of its Affiliates unless either such action is approved by ▇▇▇▇▇▇▇ or at the time such action is approved none of ▇▇▇▇▇▇▇ or any of its Affiliates is a Continuing Class A Common Holder, a Continuing Class D Common Holder nor a Continuing Series A Preferred Holder. (f) Notwithstanding anything in this Section 15 to the contrary, a modification, amendment or waiver made to reflect (A) the terms and deemed conditions of any new class or series of Equity Securities (with respect to such Equity Securities) and any restrictions, rights, preferences and privileges associated therewith or (B) the restrictions on or rights of any Person who purchases Equity Securities after the date hereof (with respect to such Equity Securities) shall, in each case, require only the approval of the Company and a Majority of the Members and not to be outstandingthe approval of any Member; provided that no such modification, amendment or waiver will adversely affect the rights hereunder of any of the parties hereto when compared with its effect on the other similarly situated parties hereto without the prior written approval of a majority-in-interest of such adversely-affected parties.

Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. This Warrant is one of a series of Warrants issued by the Company, all dated the date hereof and of like tenor, except as to the number of shares of Common Stock subject thereto (a) collectively, the “Company Warrants”). Any term of this Agreement and, unless explicitly provided otherwise therein, of any of Warrant may be amended or waived upon the other Operative Documents may, with the written consent of the Company, be amended, or compliance therewith may be waived, in writing only, by Company and the Required Holders holders of each class Company Warrants representing at least a majority of Securities entitled the number of shares of Common Stock then subject to the benefits of such term, outstanding Company Warrants; provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no any such amendment or waiver shall must apply to all Company Warrants then outstanding; (Aii) change the amount number of Warrant Shares subject to this Warrant, the Exercise Price or Expiration Date of this Warrant and the number of shares or class of stock obtainable upon exercise of this Warrant may not be amended, (iii) the right to exercise this Warrant may not be waived, without the written consent of the principal Holder of or any rate of interest on or the amount of any premium payable with respect this Warrant (it being agreed that an amendment to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of under any of the provisions of Section 3 of this Agreement or any Warrant shall not be considered an amendment of the other Operative Documents unless each holder number of Warrant Shares or the Exercise Price) and (iv) any amendment that adversely affects any particular Holder without a corresponding affect upon all Holders must be approved by the particular Holder so affected. The Company shall promptly give notice to all holders of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit Warrants of any amendments effected in accordance with this Section 10. No special consideration may be given to any holder as inducement to waive or amend this Warrant unless such provision proposed consideration is given equally and ratably to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite all holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingWarrants.

Amendment and Waiver. (a) Any Except as otherwise expressly provided herein, any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of the other Operative Documents maythis Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company, be amendedCompany and the Investors, or compliance therewith may be waivedtheir transferees, holding at least a majority of the Preferred Shares, voting together as a single group (treated as if converted at the conversion rate then in writing onlyeffect and including, for such purposes, Common Stock into which any Preferred Shares shall have been converted that are held by the Required Holders of each class of Securities entitled an Investor); provided that any amendment, termination or waiver to the benefits terms of Section 3 (or a defined term used therein) that occurs after the closing of the IPO shall instead require the written consent of the Company and Investors holding Registrable Securities representing a majority of the voting power of all Registrable Securities then held by all Investors. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such termInvestor, provided that (i) unless such amendment, termination, or waiver applies to all Investors in the same fashion. Notwithstanding the foregoing provision, no such amendment or waiver shall reduce the aforesaid percentage of Preferred Shares and Common Stock issued upon conversion thereof, the holders of which are required to consent to any waiver or supplemental agreement, without the consent of the holders of all of such Preferred Shares and Common Stock. Any amendment or waiver effected in accordance with this Section 4.5 shall be binding upon the Notes at Company and each Investor and each transferee of the time outstanding, no Registrable Securities. Upon the effectuation of each such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Noteswaiver, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed promptly give written notice thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect Investors who have not previously consented thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsin writing. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company Lender or Lenders affected thereby, do any of the following: (a) increase any Lender’s commitments hereunder, including but not limited to each holder activation of Securities forthwith (but in any event not later than five days) following the effective date thereof. Accordion Feature; (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the provisions Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (f) change the definitions of “Revolving Credit Percentage”, “Weighted Percentage”, “Interest Periods”, “Majority Lenders”, “Majority Revolving Credit Lenders”, Section 10.3 hereof or this Section 13.10; provided, further, that notwithstanding the foregoing, the Revolving Credit Maturity Date may be postponed or extended only with the consent of all of the kind Revolving Credit Lenders, and amount of Securities then owned by it) shall be informed thereof provided further, that no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled do any of the following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note and provided further, however, that no amendment, waiver, or consent shall, unless in a writing signed by the Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). The Agent shall, upon the written request of the Borrower, execute and deliver to the benefit Credit Parties such documents as may be necessary to evidence (1) the release of any such provision proposed Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be amended sold or waiveddisposed of as part of or in connection with any disposition (whether by sale, shall be afforded by merger or by any other form of transaction and including the opportunity property of considering any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. terms of this Agreement; (c) In determining whether which constitutes property in which a Credit Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (e) consisting of assets subject (or to contemporaneously become subject) to a Lien permitted under Section 8.2(b), which written request must certify compliance with the conditions set forth in Section 8.1(c)(i)-(iii) or 8.1(i), as applicable; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Borrower or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder Lender or Lenders affected thereby, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Lender’s commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the provisions Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Loan Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (f) change the definitions of “Revolving Credit Percentage,” “Term Loan Percentage,” “Weighted Percentage,” “Interest Period”, “Majority Lenders,” “Majority Term Loan Lenders,” “Majority Revolving Credit Lenders” or this Section 13.11; and provided further, that notwithstanding the foregoing, the definitions of “Borrowing Base”, “Eligible Accounts” and “Eligible Inventory” may be amended and Revolving Credit Maturity Date may be extended only with the consent of all of the kind Revolving Credit Lenders; and amount of Securities then owned by it) shall be informed thereof provided further, that no amendment, waiver or consent shall, unless in writing signed by the Company andSwing Line Lender, if such holder is entitled do any of the following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; and provided further, however, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Lenders, affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders. The Agent shall, upon the written request of the Borrower, execute and deliver to the benefit Loan Parties such documents as may be necessary to evidence (1) the release of any such provision proposed Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be amended sold or waiveddisposed of as part of or in connection with any disposition (whether by sale, shall be afforded by merger or by any other form of transaction and including the opportunity property of considering any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. terms of this Agreement; (c) In determining whether which constitutes property in which a Loan Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.11; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Loan Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Loan Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term The CP Issuer shall not consent to any amendment, waiver, supplement, restatement, or other modification to any provision hereof or any other Facilities Document, the Purchase Agreement or any Subsidiary Purchase Agreement, or take any action which it is permitted to take thereunder, unless the same shall be consented to by the Required Banks; provided that any amendment that would (i) increase the amount of the Liquidity Commitment or the LOC Commitment or change the Percentage of any Bank or LOC Issuer, (ii) reduce any fees or commissions payable to the Banks hereunder or under any other Facilities Document, (iii) result in a reduction in any interest rate (or any change in the method of calculating the interest rate), extension of the maturity date of any Loan, or forgiveness of any debt, (iv) alter the allocation or priority of payment of Collections set forth in Sections 8 and 9 of the Security Agreement, (v) release the Lien of any Collateral (except as expressly permitted by the Facilities Documents), (vi) change this Section (or any provision of this Agreement and, unless explicitly provided otherwise therein, of or any of other Facilities Document that requires the other Operative Documents may, with the unanimous consent of the CompanyBanks) or the percentage specified in the definition of Required Banks, (vii) extend any scheduled principal or interest payment or the Expiration Date, (viii) change the maximum duration of interest periods, or (ix) decrease the percentage set forth in the definition of Discount Factor, may only be amended, or compliance therewith may be waived, in writing onlysupplemented, by restated, discharged or terminated with the Required Holders prior written consent of the CP Issuer and each class Bank. Any amendment, waiver, supplement, restatement or other modification to any provision hereof that would affect the rights, duties or obligations of Securities entitled the Liquidity Agent shall not be effective without the Liquidity Agent's consent. No amendment, waiver, supplement, restatement or any other modification to any provision hereof that would materially increase the benefits amount of such term, provided that (i) any costs payable hereunder shall not be effective without the consent of the holders LOC Issuer. Each Bank and each subsequent holder of all of the Notes at the time outstandinga Loan Note shall be bound by any waiver, no such amendment or waiver modification authorized by this Section regardless of whether its Loan Notes shall (A) change the amount have been marked to make reference thereto, and any consent by any Bank or holder of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Loan Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 Section shall be delivered by the Company to each holder of Securities forthwith (but in bind any event Person subsequently acquiring a Loan Note from it, whether or not later than five days) following the effective date thereofsuch Loan Note shall have been so marked. (b) The Company will notNo amendment, directly waiver, supplement, restatement, discharge or indirectlytermination contemplated under this Section 10.03 shall be effective until the CP Issuer and the Liquidity Agent shall have received written notice from each of S&P and Fitch, request respectively, to the effect that such amendment, waiver, supplement, restatement, discharge or negotiate for, termination would not result in a withdrawal or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any reduction of the provisions of this Agreement or any of then-current rating on the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted Commercial Paper by such holder, shall be offered and paid such remuneration and granted such security on the same termsrating agency. (c) In determining whether The CP Issuer may, upon five Business Days' prior written notice given to the requisite holders Liquidity Agent, replace any Bank not agreeing to a proposed amendment of Securities have given any authorizationthe Pooling and Servicing Agreement, consent the Security Agreement or waiver under this section 16Agreement with a financial institution having short term credit ratings of at least A-1 by S&P and, any Securities owned if rated by Fitch, F- 1 by Fitch, respectively, to its short-term obligations, and such financial institution shall execute an Assignment and Acceptance and deliver it to the Company or any Liquidity Agent and shall comply with all the provisions of their respective Affiliates this Agreement, including, but not limited to, Section 10.05 hereof. No such replacement pursuant to this paragraph (c) shall be disregarded effective unless S&P and deemed Fitch shall have confirmed in writing to the CP Issuer and the Liquidity Agent that such replacement would not to be outstandingresult in a withdrawal or reduction of the then-current rating on the Commercial Paper.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder Lender or Lenders affected thereby, do any of Securities forthwith the following: (but in any event not later than five daysa) following increase the effective date thereof. stated amount of such Lender's commitment, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, provided, however, that Agent shall be entitled without notice to or further action or consent of the provisions Lenders, to release any material guaranty provided by any Person in favor of Agent and the Lenders, release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective d) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (e) change the definitions of "Revolving Credit Percentage", "Interest Periods", "Majority Lenders", Section 10.2 hereof or this Section 13.10; provided, further, that notwithstanding the foregoing, the Revolving Credit Maturity Date may be postponed or extended only with the consent of all of the kind Revolving Credit Lenders, and amount of Securities then owned by it) shall be informed thereof provided further, that no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled to do any of the benefit following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of any such provision proposed to be amended principal of, or waivedinterest on, shall be afforded the opportunity Swing Line Note and provided further, that no amendment, waiver or consent shall, unless in a writing signed by Issuing Lender affect the rights or duties of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Issuing Lender under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates the other Loan Documents and no amendment, waiver, or consent shall, unless in a writing signed by the Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to "Lenders" or "the Lenders" shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be disregarded and deemed necessary to the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to be outstandingexecute any such release on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens 91 without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement andor any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers, any other applicable Credit Party and the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly provided otherwise therein, of any of expressly stated to refer to Majority Lenders (or the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled like). (b) Notwithstanding anything to the benefits of such term, provided that contrary herein, (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Company to each holder Lender or Lenders holding Indebtedness directly affected thereby, do any of Securities forthwith (but in any event not later than five days) following the effective date thereof.following: (bA) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder; (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Sections 2.10(b) and 4.8 but including the final scheduled dates of maturity); and Table of Contents (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders. (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise); (irrespective B) increase the maximum duration of Interest Periods permitted hereunder; (C) modify Sections 10.2 or 10.3 hereof; or (D) (x) eliminate or increase the ratio from 1.50 to 1.00 in the definition of “Springing Lien Event”, (y) eliminate or delete the definition of “Springing Lien Event”, or (z) delete or waive the requirements of Section 7.13(a) other than those requirements expressly subject to the Agent’s determination or discretion; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of Swing Line Lender under this Agreement or any such provision proposed to be amended or waivedother Loan Document, shall be afforded require the opportunity written concurrence of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.Swing Line Lender;

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of the other Operative Documents maythis Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, be amendedthe holders of a majority of the Series A Stock then subject to this Agreement voting as a separate class and the holders of a majority of the Common Stock then subject to this Agreement voting as a separate class; PROVIDED, or compliance therewith may be waivedHOWEVER, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such Series A Stock or Common Stock shall not be required for (i) any amendment or waiver shall (other than an amendment (A) change to Section 4 or Section 6.2 which provides the amount holders of the principal Series A Stock with rights thereunder (I.E., as to a right of or any rate of interest on or co-sale) which are not substantially the amount of any premium payable with respect same as, and are inferior to, rights which are being provided to any purchaser of the Notes or change the payment terms of any of the Notes, or, except as provided Company's capital stock in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, a Qualified Equity Financing or (B) change the percentage of to this Section 9.4 (except insofar as additional consent requirements - such as for holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment a majority of shares of the Notes. Executed or true and correct copies Company's capital stock sold in a Qualified Equity Financing - are being added)) that (x) is deemed by a resolution of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the majority of the Board of Directors of the Company to be necessary and appropriate in connection with a future Qualified Equity Financing and (y) is effective only upon the closing of such Qualified Equity Financing, or (ii) any amendment that occurs as of or following any failure by the Investor to purchase any shares of the Series A Stock as and when contemplated by the Series A Agreement, if such failure is not cured within the period provided in Section 1.3 of the Series A Agreement. Any amendment or waiver effected in accordance with this Section 9.4(a) shall be binding upon each holder of Securities forthwith any securities subject to this Agreement at the time outstanding (but in any event not later than five days) following including securities into which such securities have been converted), each future holder of all such securities, and the effective date thereofCompany. (b) The Company will notIf a Shareholder sells or transfers some or all of such Shareholder's Stock, directly or indirectlyand such Stock remains subject to this Agreement, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any then such Shareholder's transferee shall be subject to all of the provisions of rights and obligations under this Agreement or any of as the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, Shareholder from whom such Stock was acquired would have been if such holder is entitled to Shareholder owned the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsStock so transferred. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No failure or delay (whether by course of this Agreement andconduct or otherwise) by any Bank in exercising any right, unless explicitly provided otherwise therein, of power or remedy which such Bank Party may have under any of the Loan Documents shall operate as a waiver thereof or of any other Operative Documents mayright, with the power or remedy, nor shall any single or partial exercise by any Bank Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Document and no consent of the Company, to any departure therefrom shall ever be amended, or compliance therewith may be waived, effective unless it is in writing onlyand signed as provided below in this section, by and then such waiver or consent shall be effective only in the Required Holders of each class of Securities entitled specific instances and for the purposes for which given and to the benefits extent specified in such writing. No notice to or demand on any Loan Party shall in any case of such term, provided that (i) without itself entitle any Loan Party to any other or further notice or demand in similar or other circumstances. This Agreement and the consent of other Loan Documents set forth the holders of all of entire understanding between the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable parties hereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Documents shall be valid or effective against any party hereto unless the same is in writing and signed by if such parties are Borrowers, by Borrowers, if such party is Agent, by such party, and if such party is a Bank, by such Bank or by Agent on behalf of Banks with the written consent of Majority Banks. Notwithstanding the foregoing or anything to the contrary herein, Agent shall not, without the prior consent of each individual Bank, execute and deliver on behalf of such Bank any waiver or amendment which would: waive any of the Notes conditions specified in Section 4 of the Loan Terms, Conditions and Procedures Addendum, increase the maximum amount which such Bank is committed hereunder to lend, reduce any fees payable to such Bank hereunder, or the principal of, or interest on, such Bank’s Notes, postpone any date fixed for any payment of any such fees, principal or interest, amend the definition herein of “Majority Banks” or otherwise change the payment terms aggregate amount of any of the NotesPercentage Shares which is required for Agent, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement Banks or any of them to take any particular action under the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andLoan Documents, if release any Borrower from its obligation to pay such holder is entitled to the benefit of any such provision proposed to be amended Bank’s Note or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsamend this Section 8.10(a). (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Agreement andand the Notes may be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing onlywith the written consent of the Borrower, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that AutoBond and (i) without on or prior to the consent of Initial Closing Date, the holders of all of Initial Lender, and (ii) after the Notes Initial Closing Date, the Lender (or, if multiple Lenders, Lenders with respect to at the time outstanding, no such amendment or waiver shall (A) change the least 66- 2/3% in aggregate unpaid principal amount of the principal Advances; provided, however, that no such amendment, supplement or waiver shall, without the written consent of or any rate of interest on or the amount of any premium payable all Lenders, (a) change, with respect to the Advances, the amount or time of any required prepayment or payment of principal or premium or the rate or time of payment of interest, or change the funds in which any prepayment or payment on the Advances is required to be made; (b) reduce the percentage of the aggregate principal amount of Advances required for any amendment, consent or waiver hereunder; or (c) release any material Lien of the Collateral Agent, held for the benefit of the Lender, on any of the Notes Collateral or change affect the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date priority thereof. (b) Any amendment, supplement or waiver effected in accordance with this Section 16.4 shall be binding upon the Lender, each Assignee and the Borrower. (c) The Company Borrower will not, directly or indirectlynot solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Agreement the Program Documents or any of the other Operative Documents Note unless each holder of the Securities Initial Lender (irrespective of the kind and amount of Securities then owned Advances made by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, Borrower and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company Borrower with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this Section 16.4 shall be offered and paid such remuneration and granted such security delivered by the Borrower to the Lender forthwith following the date on which the same terms. (c) In determining whether shall have been executed and delivered by the Lender of the requisite holders percentage of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingAdvances.

Amendment and Waiver. (a) Any term Provisions of this Agreement andrelating to the Notes, unless explicitly provided otherwise thereinand of the Notes, may be amended, and the observance of any term hereof or of the other Operative Documents mayNotes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company, be amended, or compliance therewith may be waived, in writing only, by Company and the Required Holders of each class the Notes; and provisions of Securities entitled this Agreement relating to the benefits Preferred Stock, and of the Certificate of Designations, may be amended, and the observance of any term hereof or of the Certificate of Designations may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders of the Preferred Stock, except that no such termamendment or waiver may, provided that (i) without the written consent of the holders of all 662/3% of the Notes shares of Preferred Stock and/or Note at the time outstandingoutstanding affected thereby, no (a) with respect to the Notes only, and subject to the provisions thereof relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal to, reduce the rate or change the time of payment or method of computation of interest on, or extend the maturity date of, the Notes or (b) change the definition of Required Holders. Any amendment or waiver consented to as provided in this Section 9.4 applies equally to all Holders of Notes or Preferred Stock and is binding upon them and upon each future Holder of any Notes or Preferred Stock and upon the Company without regard to whether such Notes or Preferred Stock have been marked to indicate such amendment or waiver. No such amendment or waiver shall (A) change will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the amount of Company and the principal of or any rate of interest on or the amount Holder of any premium payable with respect to any of the Notes or change the payment terms of Preferred Stock nor any of the Notes, or, except delay in exercising any rights hereunder or under any Notes or Preferred Stock shall operate as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or a waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit rights of any Holder of such provision proposed to be amended Notes or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsPreferred Stock. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any Except as otherwise expressly provided -------------------- herein, any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of the other Operative Documents maythis Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company, be amendedCompany and the Investors, or compliance therewith may be waivedtheir transferees holding at least a majority of the shares of Series D Stock, voting together as a single group (treated as if converted at the conversion rate then in writing onlyeffect and including, for such purposes shares of Common Stock into which any shares of Series D Stock shall have been converted that are held by a Holder); provided, however, that no such amendment or waiver shall reduce the Required Holders aforesaid percentage of each class Series D Stock and Common Stock issued upon conversion thereof, the holders of Securities entitled which are required to the benefits of such termconsent to any waiver or supplemental agreement, provided that (i) without the consent of the holders of all of such Series D Stock and Common Stock; provided, further, that any amendment to Section 2.15 (or to Section 2 that would affect the Notes rights under Section 2.15) shall also require the consent of the holders of at least a majority of the time outstandingshares of Common Stock issued to, no or issuable upon exercise of options held by, the Common Holders. Any amendment or waiver effected in accordance with this Section 6.8 shall be binding upon each Common Holder, each Investor and each transferee of the Registrable Securities. Upon the effectuation of each such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Noteswaiver, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) shall promptly give written notice thereof to pay any amount due on the Notes (or on Investors and Common Holders who have not previously consented thereto in writing. Notwithstanding anything to the Note Guarantees) contrary in this Section 6.8, the Company shall be entitled to any other obligationinclude additional purchasers of its Series D Stock pursuant to the Series D Agreement as parties to this Agreement by having such additional purchasers execute and deliver an additional counterpart signature page to this Agreement, or (B) change the percentage of holders of Notes required to approve any a joinder agreement, and all such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 additional purchasers shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofdeemed "Investors" and "Holders" hereunder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Agreement andmay not be amended, unless explicitly altered or modified except by a written instrument executed by Purchaser and the Sellers’ Representative; provided otherwise therein, of any of that the other Operative Documents Company may, with the prior written consent of the CompanyPurchaser (which shall not be unreasonably withheld, be amendedconditioned or delayed), or compliance therewith may be waived, amend Exhibit I by providing such amendment in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, other Parties (provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no any such amendment or waiver shall (Aa) change is not inconsistent with the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company LLC Agreement (including the terms thereof related to distributions) and (b) is not inconsistent with the proviso of the definition of Distribution Waterfall). No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any Subsidiary Guarantor) to pay rights or obligations of any amount due Person under or by reason of this Agreement. No failure on the Notes (part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the Note Guarantees) to part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy, and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other obligationor further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any Action arising out of this Agreement, or (B) change any provision of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the percentage waiver of holders such Action, provision, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Notes required to approve any such amendmentParty, effectuate and any such waiver shall not be applicable or accelerate payment of have any effect except in the Notesspecific instance in which it is given. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or No waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company anddeemed or shall constitute, if such holder is entitled a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. Notwithstanding anything to the benefit contrary contained herein, this Section 11.2, Section 11.8, Section 11.13, Section 11.14(b) and Section 11.16(b) may not be amended, modified, waived or terminated in a manner adverse in any material respect to any Debt Financing Source without the prior written consent of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsDebt Financing Source. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term Except as otherwise provided herein, the provisions of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by amended or waived only upon the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the prior written consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (to the extent approved by a majority of directors who are not Shareholder Designees) and the Shareholder Representative. A copy of each such amendment shall be sent to each Shareholder and shall be binding upon each Party hereto, provided that the failure to deliver a copy of such amendment shall not impair or any Subsidiary Guarantor) to pay any amount due on affect the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage validity of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Notwithstanding the foregoing provision of Section 9(a), the Board may authorize the Company to amend or modify this Agreement at any time without the prior written consent of the Shareholder Representative, to (i) enter into agreements with permitted assignees pursuant to the terms of this Agreement, providing in substance that such permitted assignees will notbe bound by this Agreement, directly and (ii) amend this Agreement (A) to satisfy any requirements, conditions, guidelines or indirectlyopinions contained in any opinion, request directive, order, ruling or negotiate forregulation of the SEC, the Internal Revenue Service or any other United States federal or state agency, or offer in any United States federal or pay state statute, and to cure any remuneration ambiguity or grant correct or supplement any security provision of this Agreement that may be incomplete or inconsistent with any other provision contained herein, so long as an inducement forany amendment under this clause (ii) does not adversely affect the investment in the Company of the Shareholder Representative or the rights, any proposed duties or obligations of the Shareholder Representative hereunder, provided that no amendment or waiver of any of this Agreement shall change the provisions of this Agreement or any Section 9 without the prior written consent of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsShareholder Representative. (c) In determining whether the requisite holders of Securities have given No failure to exercise and no delay in exercising any authorizationright, consent power or waiver privilege granted under this section 16Agreement shall operate as a waiver of such right, power or privilege. No single or partial exercise of any Securities owned right, power or privilege granted under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingApplicable Law.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement and, unless explicitly provided otherwise therein, of or any of the other Operative Documents may, with the consent of the Company, be amendedLoan Document, or compliance therewith may consent to any departure by the Company or the Permitted Borrowers therefrom, shall in any event be waived, effective unless the same shall be in writing only, and signed by the Required Holders of each class of Securities entitled to Lenders (or signed by the benefits of such term, provided that (i) without Agent at the consent direction of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesRequired Lenders), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that (X) no amendment, waiver or consent effected pursuant shall increase the Percentage or the stated commitment amounts applicable to this section 16 shall be delivered any Lender unless approved, in writing, by the Company affected Lender and (Y) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) increase the Revolving Credit Aggregate Commitment to each holder of Securities forthwith (but in any event not later an amount greater than five days) following the effective date thereof. $400,000,000, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Advances or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Section 9.1(a) or (b) hereof, (e) release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person or modify any indemnity provided to the Lenders, hereunder or under the other Loan Documents, except as an inducement forshall be otherwise expressly provided in this Agreement or any other Loan Document, (f) take any proposed amendment or waiver action which requires the signing of any of all Lenders pursuant to the provisions terms of this Agreement or any other Loan Document, (g) change the aggregate unpaid principal amount of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) outstanding Advances which shall be informed thereof by required for the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Lenders or any of their respective Affiliates them to take any action under this Agreement or any other Loan Document, (h) change this Section 13.11, or (i) change the definition of "Required Lenders", "Interest Periods", "Alternative Currencies", "Permitted Borrower" or "Percentage"; and provided further, however, that no amendment, waiver or consent hereunder shall, unless in writing and signed (x) by the Agent, in addition to all the Lenders, affect the rights or duties of the Agent under this Agreement or any other Loan Document, whether in its capacity as Agent or the issuing bank or (y) by the Swing Line Bank, in addition to all the Lenders, affect the rights or duties of the Swing Line Bank under this Agreement or any other Loan Documents, in its capacity as Swing Line Bank. All references in this Agreement to "Lenders" or "the Lenders" shall be disregarded and deemed not refer to be outstandingall Lenders, unless expressly stated to refer to "Required Lenders.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Borrowers, the Parent or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Borrowers, the Parent or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Bank's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) or (b) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that Agent shall be entitled to release any proposed amendment Collateral which any Borrower or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Banks; (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, (h) change the definition of "Majority Banks" or this Section 14.11; provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the Agent under this Agreement or any other Operative Documents Loan Document; and provided further, that no amendment, waiver or consent shall, unless each holder in writing signed by the Swing Line Bank, do any of the Securities following: (irrespective x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of or interest on, the kind and amount of Securities then owned by it) Swing Line Note. All references in this Agreement to "Banks" or "the Banks" shall be informed thereof by the Company andrefer to all Banks, if such holder is entitled unless expressly stated to the benefit of any such provision proposed refer to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsMajority Banks. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding."

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10(b)), (C) change any of the provisions of this Section 13.10 or the definitions of “Majority 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and, (D) any modifications to the definitions of “Borrowing Base” or “Eligible Tuition”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof this Agreement which is in all other respects approved by the Company andLenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, if shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such holder is entitled amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the benefit Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such provision proposed to be amended or waivedamendment and restatement, any such Lender shall be afforded deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the opportunity benefits of considering the sameindemnification provisions hereof which, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on terms hereof would survive the same termstermination of this Agreement. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the consent parties hereto at law, in equity or otherwise. (b) No amendment, supplement or modification of or to any provision in this Agreement or any of the Company, be amendedNotes, or compliance therewith any waiver of any such provision or consent to any departure by any party from the terms of any such provision may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that made orally. (c) Any (i) without the consent amendment, supplement or modification hereto or to any of the holders of all of the Notes at the time outstandingNotes, no such amendment (ii) consent hereunder or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to under any of the Notes or change the payment terms (iii) waiver of any provision (collectively, "MODIFICATION") of this Agreement or of any of the Notes, or, except Notes shall be effective as provided in to all holders of the Notes (if given pursuant to a written agreement signed by the Company and the Note Guarantees), subordinate the obligation holders of at least two-thirds (2/3) of the Company principal amount of the Notes then outstanding (the "REQUISITE NOTEHOLDERS"); PROVIDED, HOWEVER, that no Modification with respect to this Agreement or any Subsidiary Guarantor) to pay any amount due on of the Notes shall (1) decrease or forgive the principal of such Note, (2) extend the originally scheduled time of payment of the principal of such Note or the time of payment of interest on such Note, (3) reduce the Note Guarantees) to any other obligationrate of interest payable on such Note, or (B4) change permit any further subordination of the percentage principal or interest of such Note beyond that set forth in Section 7 of such Note, or (5) release any Guarantor from any of its obligations under the Guaranty, without the prior written consent of the holder of each Note. Any Modification with respect to this Agreement shall be effective as to all holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected Warrants if given pursuant to this section 16 shall be delivered a written agreement signed by the Company to each holder and the holders of Securities forthwith (but Warrants exercisable into at least a majority of the shares of Common Stock for which all of the Warrants are then exercisable in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver aggregate. No Modification of any of the provisions of Section 11.4(b), 11.4(c), or 11.4(d) shall be effective without the prior written consent of all of the parties hereto. (d) Any amendment, supplement or modification of or to any provision of this Agreement or any Note, any waiver of any provision of this Agreement or any Note, and any consent to any departure by any party from the terms of any provision of this Agreement or any Note made or given in conformity herewith, shall (i) apply to all of the other Operative Documents unless each holder of parties hereto and their successors and assigns and (ii) be effective only in the Securities (irrespective of specific instance and for the kind and amount of Securities then owned specific purpose for which made or given. Except where notice is specifically required by it) shall be informed thereof by this Agreement, no notice to or demand on the Company and, if such holder is entitled to the benefit of in any such provision proposed to be amended or waived, case shall be afforded the opportunity of considering the same, shall be supplied by entitle the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by the Company, CHS and, unless explicitly for so long as Teachers and its Affiliates own Stockholder Shares and shares of Investment Company Preferred Stock with an aggregate Original Cost to Teachers of at least $25,000,000, Teachers; provided otherwise thereinthat, in the event an amendment, modification or waiver would treat a class or group of holders of Stockholder Shares in a manner materially and adversely differently from any other class or group of the other Operative Documents mayholders of Stockholder Shares, with then such amendment, modification or waiver will also require the consent of the Companyholder or the holders of a majority of the Stockholder Shares of such class or group so materially adversely affected thereby; provided, further, that no amendment or modification that by its terms expressly amends in an adverse manner (x) any right specifically granted to a particular Stockholder (or a particular group of Stockholders) hereunder or (y) any obligation of any Stockholder (or a particular group of Stockholders) (including without limitation by adding any new obligation) hereunder shall be amendedeffective without the prior written consent of such Stockholder(s); provided, further, that no amendment to Section 5 or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled 11 (to the benefits extent it amends this proviso) hereof shall be effective without the prior written approval of such termHarbourVest; and provided, provided further, that (i) no amendment to this Section 11 shall be made without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount Teachers. The failure of any premium payable with respect party to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The parties hereto agree that the addition of new parties to this Agreement without any other modifications, amendments or any waivers (including other executives of the other Operative Documents unless each holder Company who purchase securities of the Securities (irrespective Company and persons complying with Section 10 hereof) with the consent of the kind and amount of Securities then owned by it) CHS shall be informed thereof by the Company andnot constitute a modification, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent amendment or waiver under of this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingAgreement.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the consent parties hereto at law, in equity or otherwise. (b) No amendment, supplement or modification of or to any provision in this Agreement or any of the Company, be amendedNotes, or compliance therewith any waiver of any such provision or consent to any departure by any party from the terms of any such provision may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that made orally. (c) Any (i) without the consent amendment, supplement or modification hereto or to any of the holders of all of the Notes at the time outstandingNotes, no such amendment (ii) consent hereunder or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to under any of the Notes or change the payment terms (iii) waiver of any provision (collectively, "MODIFICATION") of this Agreement or of any of the Notes shall be effective as to all holders of the Notes if given pursuant to a written agreement signed by the Company and the holders of at least a majority of the principal amount of the Outstanding Notes which shall include at least two holders of Notes which are not Affiliates (the "REQUISITE NOTEHOLDERS"); PROVIDED, HOWEVER, that no Modification with respect to this Agreement or any of the Notes shall (1) decrease, forgive or change the amount of principal or premium of such Notes, or, except as provided in (2) extend the Notes (and the Note Guarantees), subordinate the obligation originally scheduled time of payment or prepayment of the Company principal or premium of such Notes or the time of payment of interest on such Notes, (3) reduce the rate of interest payable on such Notes, (4) permit any further subordination of the principal or any Subsidiary Guarantor) to pay any amount due on interest of such Notes beyond that provided under the Notes (or on the Note Guarantees) to any other obligationSenior Credit Documents, or (B5) change release any Guarantor from any of its obligations under the percentage Subsidiary Guaranty, without the prior written consent of the holder of each Note. Any Modification with respect to this Agreement or any of the Warrants shall be effective as to all holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected Warrants if given pursuant to this section 16 shall be delivered a written agreement signed by the Company to each holder and the holders of Securities forthwith (but Warrants exercisable into at least a majority of the shares of Common Stock for which all of the Warrants are then exercisable in any event the aggregate, which shall 55 59 include at least two holders of the Warrants which are not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver Affiliates. No Modification of any of the provisions of this Section 11 shall be effective without the prior written consent of all of the parties hereto. (d) Any amendment, supplement or modification of or to any provision of this Agreement or any Note, any waiver of any provision of this Agreement or any Note, and any consent to any departure by any party from the terms of any provision of this Agreement or any Note made or given in conformity herewith, shall (i) apply to all of the other Operative Documents unless each holder of parties hereto and their successors and assigns and (ii) be effective only in the Securities (irrespective of specific instance and for the kind and amount of Securities then owned specific purpose for which made or given. Except where notice is specifically required by it) shall be informed thereof by this Agreement, no notice to or demand on the Company and, if such holder is entitled to the benefit of in any such provision proposed to be amended or waived, case shall be afforded the opportunity of considering the same, shall be supplied by entitle the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Until the purchase of Notes to be made hereunder shall have been made, any term, covenant, agreement or condition of the Operative Documents may be amended, or compliance therewith may be waived, by written instrument signed by the parties hereto. (b) Any term of this the Agreement and, unless explicitly provided otherwise therein, of any term of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing onlywriting, only by the Required Holders of each class of Securities entitled to the benefits of such term, provided PROVIDED that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium Premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in for the Notes (and the Note Guarantees)Subordination Agreement, subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed Notes and (ii) no such amendment or true and correct copies of waiver shall extend to or affect any amendment, waiver obligation not expressly amended or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in waived or impair any event not later than five days) following the effective date thereofright consequent thereon. (bc) The Company will not, directly or indirectlynot solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver, change, amendment or waiver discharge of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities Notes (irrespective of the kind and amount of Securities Notes then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andthereto. Executed or true and correct copies of any waiver, if such offer is accepted by such holderchange, amendment or discharge effected pursuant to this Section 15 shall be offered delivered by the Company to each holder of Notes forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the Notes. The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of the Notes as consideration for or as an inducement to the entering into by any holder of the Notes of any waiver, change, amendment or discharge of any of the terms and provisions of the Operative Documents unless such remuneration and granted such security is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. (cd) Any waiver, change, amendment or discharge pursuant to this Section 15 shall apply equally to all the holders of the Notes and shall be binding upon them, upon each future holder of any Note and upon the Company. (e) In determining whether the requisite holders of Securities the requisite principal amount of outstanding Notes have given any authorization, consent or waiver under this section 16waiver, any Securities Notes owned by the Company or any Affiliate of their respective Affiliates the Company shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. Subject to the Intercreditor Agreement, the provisions of this Agreement may not be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Companyamount of the Commitment, be amended(ii) change the Specified Percentage or commitment of any Lender, or compliance therewith may be waived(iii) extend or postpone the date of maturity of, extend the due date for any payment of principal or interest on, reduce the amount of any installment of principal or interest on, or reduce the rate of interest on, any Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled or (iv) release any guaranty of the Obligations or all or substantially all of the Collateral (except, in writing onlyany case, by pursuant to this Agreement or the Required Holders other Loan Documents), or (v) reduce the fees payable hereunder to which such Lender is entitled, or (vi) revise this Section 11.11, or (vii) waive or extend the date for payment or prepayment of each class any principal, interest or fees hereunder or (vii) amend the definition of Securities entitled to the benefits of such term"Determining Lenders" or "Specified Percentage", provided that (ib) without the consent of the holders of all Administrative Agent, if it, would alter the rights, duties or obligations of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. Administrative Agent; (c) In determining whether without the requisite holders consent of Securities have given the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank; or (d) without the consent of the Swing Line Bank, if it would alter the rights, duties or obligations of the Swing Line Bank. Neither this Agreement nor any authorizationterm hereof may be amended orally, consent or waiver under this section 16, nor may any Securities owned provision hereof be waived orally but only by an instrument in writing signed by the Company or any Administrative Agent and, in the case of their respective Affiliates shall be disregarded and deemed not to be outstandingan amendment, by the Borrower.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement andor any other Loan Document, or consent to any departure by Company and its Subsidiaries therefrom, shall in any event be effective unless explicitly provided otherwise therein, of any the same shall be in writing and signed by Agent and the Required Lenders (or signed by Agent at the direction of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesLenders), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by Lender or Lenders affected thereby, do any of the Company to each holder of Securities forthwith following: (but in any event not later than five daysa) following the effective date thereof. increase such Lender’s commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on (other than default interest accruing pursuant to Section 2.9 hereof), the Indebtedness or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any security date fixed for any payment of principal of, or interest on, the outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as an inducement forexpressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Agent nor any proposed amendment Lender shall be prohibited thereby from proposing or waiver participating in a consensual or nonconsensual debtor-in-possession or similar financing) or release any material Guaranty or Joinder Agreement provided by any Person in favor of Agent and Lenders, provided, however, that Agent shall be entitled, without notice to or any further action or consent of Lenders, to release any Collateral which either Company or any of its Subsidiaries is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the provisions of other Loan Documents or release any Guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to Lenders, hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (f) change the definitions of “Required Lenders”, “Interest Periods”, “Alternative Currencies”, “Permitted Borrower” or “Percentage”; Section 10.2 or this Section 13.11 and provided further, however, that no amendment, waiver or consent hereunder shall, unless in writing and signed by Swing Line Lender do any of the kind following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note and amount provided, further, that no amendment, waiver or consent shall, unless in a writing signed by Agent affect the rights or duties of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16Agreement or any other Loan Document and no amendment, any Securities owned waiver or consent shall, unless in a writing signed by Issuing Lender affect the Company rights or duties of Issuing Lender under this Agreement or any of their respective Affiliates the other Loan Documents. All references in this Agreement to “Lenders” or “Lenders” shall be disregarded and deemed not refer to be outstandingall Lenders, unless expressly stated to refer to “Required Lenders” or the like.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Company or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Company or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Bank's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) or (b) hereof, (e) except as expressly permitted hereunder, or under the Security Agreement, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person, except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that Agent shall be entitled to release any proposed amendment Collateral which the Company or waiver any Guarantor is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Banks (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, (h) change the aggregate unpaid principal amount of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) Notes which shall be informed thereof by required for the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended Banks or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.any

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement and, unless explicitly provided otherwise therein, of any of may be amended or modified only upon the other Operative Documents may, with the written consent of (i) the Company, be amended(ii) the holders of at least a majority of the Registrable Securities, (iii) the holders of at least a majority of the Series D Stock (and/or shares of Common Stock issued upon conversion thereof) voting together as a single class on an as-converted to Common Stock basis, (iv) the holders of at least a majority of the Series E Stock (and/or shares of Common Stock issued upon conversion thereof), voting together as a single class on an as-converted to Common Stock basis and (v) the holders of at least a majority of the Series F Stock (and/or shares of Common Stock issued upon conversion thereof), voting together as a single class on an as-converted to Common Stock basis; provided, however, that any amendment or waiver that treats any Major Investor in a material and adverse manner that is different than any other Major Investor will require the separate consent of such Major Investor (it being understood that merely including additional holders of any existing or future series of Preferred Stock as “Investors” as parties hereto, or compliance therewith may any existing or future series of Preferred Stock of the Company as “Registrable Securities” hereunder, shall not be waiveddeemed “adverse” for purposes of this proviso); and provided, in writing onlyfurther, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) Section 3.8 cannot be amended or waived without the written consent of the holders of all at least a majority of the Notes at then outstanding shares of Series G Preferred Stock. Any amendment effected in accordance with this Section 5.6 shall be binding upon the time outstandingCompany, no such amendment or waiver shall (A) change the amount each of the principal of parties hereto and any successor or any rate of interest on or the amount assignee of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofparty. (b) The Except as otherwise expressly provided, the obligations of the Company and the rights of the Holders under this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of at least a majority of the Registrable Securities; provided, however, that any waiver that treats any Major Investor in a material and adverse manner that is different than any other Major Investor will notrequire the separate waiver of such Major Investor. Any waiver effected in accordance with this Section 5.6 shall be binding upon the Company, directly each of the parties hereto and any successor or indirectlyassignee of any such party. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or nor shall it constitute the waiver of any of performance other than the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.actual performance specifically

Amendment and Waiver. (a) Any term Subject to Section 11.13, any provision of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, amended and the observance thereof may be waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the written consent of the holders of all of the Notes at the time outstandingHolders holding a Super Majority Interest; provided, however, no such amendment or waiver shall (A) change may materially adversely affect the amount rights of or materially alter the obligations of a class of capital stock of the principal Company disproportionately generally vis a vis other classes of capital stock of the Company without the written consent of two-thirds (2/3) of the shares of such class, except as otherwise required by applicable law and except for amendments consistent with the manner in which such classes are currently treated differently hereunder; provided, further, no such amendment or waiver may materially adversely affect the rights of or any rate materially alter the obligations of interest on or the amount of any premium payable a Holder with respect to any Shares of the Notes or change the payment terms a certain class of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation capital stock of the Company disproportionately generally vis a vis other Holders of shares of such class without such Holder’s written consent; and provided, further, to the extent any provision of this Agreement specifically vests rights in Onex Stockholders, Major Non-Onex Stockholders or Non-Onex Holders, such provision shall not be amended or waived without the written consent of two-thirds (2/3) of the shares held by such Onex Stockholders, Major Non-Onex Stockholders or Non-Onex Holders, as applicable. Notwithstanding anything to the contrary contained herein or in the Certificate of Incorporation, the Company shall have the right, at any time and from time to time, to amend this Agreement and the Certificate of Incorporation to move any provision (or move the substantive terms and conditions contained in any Subsidiary Guarantorprovision) from this Agreement to pay the Certificate of Incorporation and to make other ancillary changes so long as such amendments do not modify in any amount due on material respect the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies aggregate rights of any amendmentHolder under this Agreement and the Certificate of Incorporation taken together and, waiver without limiting the foregoing, shall do so upon the request of an Onex Stockholder, in each case, without requiring any further vote, consent or consent effected pursuant to this section 16 shall be delivered other action by the Company to each holder of Securities forthwith (but in or from any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed Holder. Any amendment or waiver of any of the provisions of effected in accordance this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) Section 11.3 shall be informed thereof by binding upon the Company andCompany, if such holder is entitled to the benefit of any such provision proposed to be amended or waivedeach Holder, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded successors and deemed not to be outstandingassigns.

Amendment and Waiver. (a) Any This Agreement may be amended or terminated and the observance of any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable waived with respect to any party to this Agreement (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the Company, (ii) persons holding, in the aggregate, shares of Investor Stock representing sixty percent (60%) of the Notes voting power of all shares of Investor Stock then held by the Investors and their permitted assignees, and (iii) persons holding, in the aggregate, shares of Key Holder Stock representing a majority of the voting power of all shares of Key Holder Stock then held collectively by Key Holders and their respective permitted assignees. Any amendment, termination or change waiver effected in accordance with this Section 5.4 shall be binding on all parties hereto, even if they do not execute such consent; provided, however, that in the payment terms event an amendment, modification or waiver adversely affects the rights and/or obligations of any party under this Agreement in a manner materially different from the manner in which it affects the rights and/or obligations of the Notesother parties, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate modification or waiver shall be binding on such adversely affected party only with the written consent of such adversely affected party. No consent of any party hereto shall be necessary to include as a party to this Agreement (i) any transferee required to become a party pursuant to Section 3.1 hereof or (ii) any additional holder of the Company’s Common Stock which the Company elects, or is required, to join as a party to this Agreement. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such waiver term, condition or accelerate payment of the Notesprovision. Executed or true and correct copies The Company shall give prompt written notice of any amendment, waiver modification or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment termination hereof or waiver of hereunder to any of the provisions of this Agreement party hereto that did not consent in writing to such amendment, modification, termination or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termswaiver. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.”

Amendment and Waiver. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, enter into any amendment of any term or provision, or accept any consent or waiver with respect to any such provision, of (a) Any term its articles of this Agreement andincorporation or by-laws in any manner material and adverse to the Lenders, unless explicitly provided otherwise therein, (b) any material provision of any material Capital Lease in any manner material and adverse to the Lenders or (c) any provision in any Ground Lease provision that is set forth on Exhibit K hereto. --------- The Borrower shall not, nor shall it permit the Parent or any Subsidiary of the Borrower to, amend or change (or take any action or fail to take any action the result of which is an effective amendment or change) or accept any waiver or consent with respect to, the Subordinated Debt or the Parent Senior Notes, the Indenture or any other Operative Documents mayParent Senior Notes Documentation, with or any Second Parent Issuance Documentation or any Bridge Debt, that would result in (a) an increase in any principal, interest, fees, or other amounts payable under the consent Subordinated Debt, the Parent Senior Notes Documentation, the Second Parent Issuance Documentation or the Bridge Debt (including without limitation a waiver or action that results in the waiver of any payment default under the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation), (b) a change in any date fixed for any payment of principal, interest, fees, or other amounts payable under the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation (including, without limitation, as a result of any redemption) to a date earlier than January 31, 2005, (c) a change in any financial covenant in the Subordinated Debt, the Parent Senior Notes Documentation, the Bridge Debt or the Second Parent Issuance Documentation to a more restrictive provision for the Borrower, the Parent or any Subsidiary of the CompanyBorrower, be amended, (d) an increase in any remedy or compliance therewith may be waived, in writing only, by right (or any change that broadens the Required Holders of each class of Securities entitled to the benefits of such term, provided that (irights or remedies) without the consent of the holders of all the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation, (e) a change in any covenant, term or provision in the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation which would result in such term or provision being more restrictive than the terms of this Agreement and the Loan Papers, (f) a change in any term or provision of the Parent Senior Notes at Documentation that would alter the time outstanding, no such amendment definition of Acquisition Debt or waiver shall (A) change the amount Section 1008 of the principal Indenture in a manner that would make it more restrictive or effect the usage of or any rate of interest on the Revolver Loan or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationTerm Loan A, or (Bg) a change the percentage of holders of Notes required to approve in any such amendment, effectuate any such waiver term or accelerate payment provision of the Notes. Executed Subordinated Debt, the Parent Senior Notes Documentation or true and correct copies of any amendmentthe Second Parent Issuance Documentation, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but other document or instrument in connection therewith that could have, in any event not later than five days) following material respect, an adverse effect on the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any interests of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsLenders. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement andExcept as set forth below or as specifically provided in any Loan Document, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstandingcovenant, no such amendment agreement or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions condition of this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to may be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied waived by the Company Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with sufficient information the consent of the Required Lenders) and delivered to enable it the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in the Restatement Agreement without the written consent of each Lender directly affected thereby; (b) amend, modify or waive (A) Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, if the effect of such amendment, modification or waiver is to require the Lenders with an Initial Revolving Loan Commitment (pursuant to, in the case of any amendment, modification or waiver of a provision other than Section 3.2, any substantially concurrent request by the Borrower for a borrowing, Conversion or Continuation of Initial Revolving Loans or Swingline Loans or issuance, increase, extension or renewal of any Letter of Credit) to make an informed decision with respect thereto andInitial Revolving Loans or participate in Swingline Loans or Letters of Credit when such Lenders would not otherwise be required to do so or (B) the amount of the Available Letter of Credit Commitment and/or the Swingline Commitment, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on in each case without the same terms.prior written consent of the Required Initial Revolving Lenders; (c) In determining whether amend, extend or increase any Commitment of any Lender (or reinstate any Initial Revolving Loan Commitment or Additional Revolving Loan Commitment terminated pursuant to Section 8.2) or the requisite holders amount of Securities have given Loans of any authorizationLender without the written consent of such Lender; (d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, consent interest, fees or waiver under this section 16, any Securities owned by other amounts due to the Company Lenders (or any of their respective Affiliates them) without the written consent of each Lender directly affected thereby; (e) reduce the principal of, or the rate of interest specified herein on, any Loan or payment owed under Section 2.13(d), or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be disregarded necessary to (i) waive any obligation of the Borrower to pay interest at the Default Rate during the continuance of any Event of Default or (ii) subject to clause (v) of the second proviso to this Section, amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or payment owed under Section 2.13(d), or to reduce any fee payable hereunder; (f) (i) change (A) Section 2.10, or Section 8.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (B) Section 8.3 in a manner adverse to the priority status of the Lenders with an Initial Revolving Loan Commitment without the prior written consent of each of the Lenders with an Initial Revolving Loan Commitment or (ii) (A) amend, modify or waive Sections 2.17(a)(ii), 2.17(a)(vii) or 2.17(a)(xii) or (B) except as expressly permitted in Section 9.10(b), subordinate the priority of the Liens granted under the Loan Documents, in each case under this clause (ii), without the prior written consent of each Lender with an Initial Revolving Loan Commitment; (g) change Section 2.6(b)(iii), (iv), (v) or (vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto in a manner materially adverse to any Lender without the written consent of such Lender; (h) change any provision of this Section or the definition of “Required Lenders”, “Required Revolving Lenders”, “Required Initial Revolving Lenders”, “Required Additional Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (i) release all of the guarantors or release guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Subsidiary Guaranty (other than as authorized in Section 9.10), without the written consent of each Lender; (j) release all or substantially all of the value of the Collateral or release any Security Document (other than as authorized in Section 9.10 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; (k) amend, modify or waive Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, if the effect of such amendment, modification or waiver is to require the Lenders with an Additional Revolving Loan Commitment (pursuant to, in the case of any amendment, modification or waiver of a provision other than Section 3.2, any substantially concurrent request by the Borrower for a borrowing, Conversion or Continuation of Additional Revolving Loans) to make Additional Revolving Loans when such Lenders would not otherwise be required to do so, without the prior written consent of the Required Additional Revolving Lenders; provided further, that (i) no amendment, waiver or consent shall, unless in writing and deemed not signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Request for Issuance of Letter of Credit relating to any Letter of Credit issued or to be outstandingissued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any Request for Advance relating to any Swingline Loan made by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) unless a breach of Section 7.7 has become an Event of Default with respect to the Term Loans in accordance with Section 8.1(c), any amendment, waiver or consent of Section 7.7 (or any defined terms used therein, but only for purposes of Section 7.7 and not for any other purposes, including, without limitation, any pro forma compliance or incurrence tests) may only be effected with consent of the Borrower and the Required Revolving Lenders (or the Administrative Agent with the consent of the Required Revolving Lenders) and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans; (vi) any amendment, modification or waiver of any of Sections 7.3(c) or 7.4(c) or any of the definitions of “Specified Servicing Amendment”, “Specified Servicing Arrangement” or “Specified Servicing Provider Sale” may only be effected with consent of the Borrower and the Required Revolving Lenders (or the Administrative Agent with the consent of the Required Revolving Lenders) and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans; (vii) no amendment, waiver or consent shall include any Real Property in the Collateral or require the creation of a Lien or Security Interest in any Real Property unless approved by each Lender holding an Initial Revolving Loan Commitment or Additional Revolving Loan Commitment and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans and (viii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.12) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 2.14, 2.18 or Article 13 of this Agreement (including, without limitation, as applicable, (1) to permit the Incremental Increases and the Loans made in connection therewith to share ratably in the benefits of this Agreement and the other Loan Documents, (2) to permit the Incremental Term Loans to be structured as second lien credit facilities (including amendments to Section 2.6(b)), (3) to include the Lenders with an Additional Revolving Loan Commitment, an Incremental Term Loan Commitment or outstanding Incremental Term Loans in any determination of Required Lenders and (4) to include the Lenders with an Additional Revolving Loan Commitment in any determination of Required Revolving Lenders); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Ratio, in each case, without the written consent of such affected Lender.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Company or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by the Company or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, (X) that no amendment, waiver or consent effected pursuant shall increase the Percentage or the stated commitment amounts applicable to this section 16 any Lender unless approved, in writing, by the affected Lender and (Y) that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (b) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (c) waive any Event of Default specified in Section 7.1(a) hereof, (d) except as expressly permitted hereunder or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in all or substantially all or any material part of the Collateral (other than the release or deferral of any leasehold mortgage which shall be delivered approved by the Majority Lenders) or release any guaranty or similar undertaking provided by any Person, provided however that Agent shall be entitled to release any Collateral or guaranty in connection with any sale or other transfer by the Company or any Subsidiary which is permitted under the terms of this Agreement or the other Loan Documents without notice to each holder of Securities forthwith (but in or any event not later than five days) following the effective date thereof. (b) The Company will not, directly further action or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any consent of the provisions Lenders, (e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (f) take any action which requires the approval or consent of all Lenders pursuant to the terms of this Agreement or any other Loan Document, or (h) change the definitions of “Borrowing Base”, “Percentage”, “Majority Lenders” or this Section 11.10. Notwithstanding the foregoing, no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Lenders, affect the rights or duties of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall be disregarded and deemed not refer to be outstandingall Lenders, unless expressly stated to refer to Majority Lenders (or the like).

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the CompanyIssuers, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees)Subordination Agreement, subordinate the obligation of the Company (or any Subsidiary Guarantor) Issuers to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes; (ii) without the consent of the holders of all of the Warrants at the time outstanding, no such amendment or waiver shall increase the exercise price of the Warrants, change the exercise period of the Warrants or change the number of shares of Common Stock for which the Warrants are exercisable, (iii) without the consent of the holders of all of the Warrants and Warrant Shares at the time outstanding, no such amendment or waiver shall (A) modify any of the provisions of Section 10, or (B) change the percentage of holders of the Warrants and Warrant Shares required to approve any such amendment or effect any such waiver; and (iv) no such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 Section 19 shall be delivered by the Company Issuers to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company Issuers will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company Issuers and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company Issuers with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, and shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16Section 19, any Securities owned by the Company Issuers or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the CompanyIssuers, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the -------- - consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of - or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in section 12 in the Notes (and case of the Note Guarantees)Subordinated Notes, subordinate the obligation of the Company (or any Subsidiary Guarantor) Note Issuers to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes - required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes; (ii) without the consent of the holders -- of all of the Purchased G Shares at the time outstanding, no such amendment or waiver shall modify any of the provisions of section 11; (iii) without the consent of the holders of all of the Purchased Shares at --- the time outstanding, no such amendment or waiver shall change the percentage of holders of the Purchased Shares, Warrants and Warrant Shares required to approve any such amendment or effect any such waiver; and (iv) no such -- amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 19 shall be delivered by the Company Companies to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company Companies will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company Companies and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company Companies with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, and shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 1619, any Securities owned by the Company Companies or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. The provisions of this Agreement may not be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Company, be amendedSpecified Percentage or commitment of any Lender, or compliance therewith may be waived(ii) extend or postpone the date of maturity of, in writing onlyextend the due date for any payment of principal or interest on, by reduce the Required Holders amount of each class any installment of Securities entitled principal or interest on, or reduce the rate of interest on, any Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled, or (iii) release any security for or guaranty of the benefits Obligations (except pursuant to this Agreement or the other Loan Documents), or (iv) reduce the fees payable hereunder to which such Lender is entitled, or (v) revise this SECTION 11.11, or (vi) waive the date for payment of such termany principal, provided that interest or fees hereunder or (ivii) amend the definition of Determining Lenders; (b) without the consent of the holders of all Swing Line Bank, if it would alter the rights, duties or obligations of the Notes at Swing Line Bank; (c) without the time outstanding, no such amendment or waiver shall (A) change the amount consent of the principal Administrative Lender, if it would alter the rights, duties or obligations of the Administrative Lender; or (d) without the consent of the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Administrative Lender and, in the case of an amendment, by the Borrower. Notwithstanding the foregoing, each Lender (in its capacity as a Lender hereunder and, if applicable, in its capacity as a "Participant" under the Existing Credit Agreement) hereby consents to, and authorizes, the release by the Administrative Lender of any and all Liens insofar as same (i) arose under the Existing Credit Agreement and (ii) cover property other than the Borrower's Receivables, the Borrower's Inventory, the CFI Note, the ClientLink Note, the Equity interest of the Borrower in CFI, the rights of CompuCom Properties, Inc. under that certain Trademark License Agreement, dated as of October 25, 1991, between CompuCom Properties, Inc., as licensor, and the Borrower, as licensee, and/or any proceeds, products, amendments, modifications and/or restatements of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change foregoing property. Furthermore, each Lender which is a "Participant" (as such term is defined in the payment terms of any Existing Credit Agreement) hereby consents to, and authorizes, the sale and transfer of the Notes, or, except as provided in the Notes (Existing Credit Agreement and the Note Guarantees)indebtedness, subordinate Liens and other rights thereunder or in connection therewith to the obligation Administrative Lender, for the ratable benefit of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofLenders hereunder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. Neither this Agreement nor any other Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof or thereof be waived orally but only by an instrument in writing signed by (or, in the case of Security Documents executed by the Administrative Agent for itself and on behalf of the Secured Parties, signed by the Administrative Agent and approved by) the Majority Lenders and, in the case of an amendment, by the Borrower, except that (a) Any term of any amendment to this Agreement and, unless explicitly provided otherwise therein, of any of or the other Operative Loan Documents may, with solely to effectuate the Incremental Facility as contemplated by (and subject to the provisions set forth in) Section 2.1(f) shall only require the consent of the CompanyBorrower, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled Administrative Agent (to the benefits of such termextent required to assure that the amendments contemplated by Section 2.1(f) are property effected) and the Lenders, provided that if any, providing the Incremental Facility; (b) any amendment or waiver or consent relating to (i) without any delay or extension in the consent terms of repayment or change in the order of application of repayment or application in the reduction of any Commitment of the holders Loans provided in Section 2.4, Section 2.7 or Section 2.8 hereof, or any change adverse to the Lenders in the events (and any definitions related thereto) required for a mandatory prepayment, as set forth in Section 2.8, shall be made only with the written consent by each Lender Party affected thereby, (ii) any forgiveness of or reduction in principal, interest or fees due hereunder or postponement of the payment thereof, shall be made only with the written consent by each Lender Party affected thereby, (iii) the release of all or substantially all of the Notes at Collateral for the time outstandingLoans, no such amendment or shall be made only with the written consent by each Lender Party, (iv) any waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect Default due to the failure by the Borrower to pay any sum due to any of the Notes or change Lenders hereunder, shall be made only with the payment terms written consent by each Lender Party affected thereby, (v) any release of any material Guarantor under any Guaranty of all or any portion of the Notes, orObligations, except as provided in connection with a merger, sale or other disposition otherwise permitted hereunder, shall be made only with the Notes written consent by each Lender Party, and (and the Note Guarantees)vi) any amendment of this Section 11.12, subordinate the obligation or of the Company (definition of Majority Lenders, or of any portion of Section 2.6, 2.8, 2.10, 2.12 or 8.3, as it relates to the pro rata sharing or the relative priority of payment among the Obligations, or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions provision of this Agreement or any of the other Operative Loan Documents unless specifically requiring the consent or approval of each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waivedLender Parties, shall be afforded made only with the opportunity of considering the same, shall be supplied written consent by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.each Lender Party;

Amendment and Waiver. The provisions of this Agreement may -------------------- not be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Company, be amendedSpecified Percentage or commitment of any Lender, or compliance therewith may be waived(ii) extend or postpone the date of maturity of, in writing onlyextend the due date for any payment of principal or interest on, by reduce the Required Holders amount of each class any installment of Securities entitled principal or interest on, or reduce the rate of interest on, any Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled, or (iii) release any security for or guaranty of the benefits Obligations (except pursuant to this Agreement or the other Loan Documents), or (iv) reduce the fees payable hereunder to which such Lender is entitled, or (v) revise this Section 11.11, or (vi) waive the date for payment of such termany ------------- principal, provided that interest or fees hereunder or (ivii) amend the definition of Determining Lenders; (b) without the consent of the holders of all Swing Line Bank, if it would alter the rights, duties or obligations of the Notes at Swing Line Bank; (c) without the time outstanding, no such amendment or waiver shall (A) change the amount consent of the principal Administrative Lender, if it would alter the rights, duties or obligations of the Administrative Lender; or (d) without the consent of the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Administrative Lender and, in the case of an amendment, by the Borrower. Notwithstanding the foregoing, each Lender (in its capacity as a Lender hereunder and, if applicable, in its capacity as a "Participant" under the Existing Credit Agreement) hereby consents to, and authorizes, the release by the Administrative Lender of any and all Liens insofar as same (i) arose under the Existing Credit Agreement and (ii) cover property other than the Borrower's Receivables, the Borrower's Inventory, the CFI Note, the ClientLink Note, the Equity interest of the Borrower in CFI, the rights of CompuCom Properties, Inc. under that certain Trademark License Agreement, dated as of October 25, 1991, between CompuCom Properties, Inc., as licensor, and the Borrower, as licensee, and/or any proceeds, products, amendments, modifications and/or restatements of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change foregoing property. Furthermore, each Lender which is a "Participant" (as such term is defined in the payment terms of any Existing Credit Agreement) hereby consents to, and authorizes, the sale and transfer of the Notes, or, except as provided in the Notes (Existing Credit Agreement and the Note Guarantees)indebtedness, subordinate Liens and other rights thereunder or in connection therewith to the obligation Administrative Lender, for the ratable benefit of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofLenders hereunder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term The provisions of this Agreement and, unless explicitly provided otherwise thereinwhen executed, the Note, may be amended or supplemented, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing only, by with the Required Holders written consent of each class of Securities entitled to the benefits of such term, provided that Company and (i) on or prior to the Closing Date, the Payee, and (ii) after the Closing Date, the holders of eighty percent (80%) of the aggregate outstanding principal amount of the Note(s); provided, however, that no such amendment, supplement or waiver shall, without the written consent of all of the holders of all of the Notes at the time Note(s) then outstanding, no such amendment or waiver shall (Ax) change the amount of the principal of or any rate of interest on or the amount of any premium payable change, with respect to any Note, the amount or time of any required payment of principal or premium or the Notes rate, amount or time of payment of interest, or change the funds in which any payment terms of on any Note is required to be made; (y) amend, supplement or waive any provision of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation or of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, Section 6.1 hereof; or (Bz) change the percentage of holders of Notes required to approve any such amendmentamend, effectuate any such waiver supplement or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to waive this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofSection 7.10(a). (b) The Company will not, directly or indirectlyshall not solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents Note unless each holder of the Securities Note (irrespective of the kind and amount of Securities Note then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient such information to enable it to make an informed decision with respect thereto and, if as such offer is accepted by such holder, holder shall reasonably request. Executed or true and correct copies of any waiver effected pursuant to the provisions of this Section 7.10 shall be offered delivered by the Company to the holder(s) of the Note(s) forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Note(s). The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder(s) of the Note(s) as consideration for or as an inducement to the entering into by any holder(s) of the Note(s) of any waiver or amendment of any of the terms and provisions of this Agreement unless such remuneration and granted such security is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. (c) In determining whether The Company shall not be required to pay to the requisite holders Payee any fee in connection with the waiver by such holder of Securities have given any authorization, consent provisions of this Agreement or waiver under this section 16, any Securities owned by the Company or any Note other than reimbursement for the actual and reasonably incurred out-of-pocket expenses of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch holder in connection with such waiver.

Amendment and Waiver. (a) Any term This Trust Agreement may be amended from time to time by the Trustees for any purpose prior to the issuance and sale to the Underwriters of this Agreement and, unless explicitly provided otherwise therein, the STRYPES and thereafter without the consent of any of the Holders (i) to cure any ambiguity or to correct or supplement any provision contained herein or therein which may be defective or inconsistent with any other Operative Documents mayprovision contained herein or therein; (ii) to change any provision hereof or thereof as may be required by applicable law or the Commission or any successor governmental agency exercising similar authority; or (iii) to make such other provisions in regard to matters or questions arising hereunder or thereunder as shall not materially adversely affect the interests of the Holders (as determined in good faith by the Trustees, who may rely on an opinion of counsel). (b) This Trust Agreement may also be amended from time to time by the Trustees (or the performance of any of the provisions of the Trust Agreement may be waived) with the consent by the required vote of the Company, be amended, or compliance therewith may be waived, Holders in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, accordance with Section 8.01 hereof; provided that this Trust Agreement may not be amended (i) without the consent by vote of the holders Holders of all STRYPES then outstanding, so as to increase the number of STRYPES issuable hereunder above the number of STRYPES specified in Section 2.05(c) hereof or such lesser number as may be outstanding at any time during the term of this Trust Agreement, (ii) to reduce the interest in the Trust represented by STRYPES without the consent of the Notes at the time outstandingHolders of such STRYPES, no (iii) if such amendment is prohibited by the Investment Company Act or waiver shall other applicable law or (Aiv) change without the amount consent by vote of the principal Holders of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities all STRYPES then owned by it) shall be informed thereof by the Company andoutstanding, if such holder is entitled to amendment would effect a change in Section 2.04 or 2.09 hereof or in the benefit of any such provision proposed to be amended voting requirements set forth in Section 8.01 hereof or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsthis Section 8.04. (c) In determining whether Any of the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned agreements referred to in Section 2.05(a) hereof may be amended from time to time by the Company or Trustees and the other parties thereto for any purpose without the consent of any of their respective Affiliates the Holders. (d) Promptly after the execution of any amendment, the Trustees shall furnish written notification of the substance of such amendment to each Holder. (e) Notwithstanding subsections (a) and (b) of this Section 8.04, no amendment hereof shall permit the Trust, the Trustees, the Administrator, the Paying Agent or the Custodian to take any action or direct or permit any Person to take any action that (i) would vary the investment of Holders within the meaning of Treasury Regulation Section 301.7701-4(c), or (ii) would or could cause the Trust, or direct or permit any action to be disregarded and deemed taken that would or could cause the Trust, not to be outstandinga "grantor trust" under the Code.

Amendment and Waiver. (a) Any term Provisions of this Agreement andrelating to the Notes, unless explicitly provided otherwise thereinand of the Notes, may be amended, and the observance of any term hereof or of the other Operative Documents mayNotes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company, be amended, or compliance therewith may be waived, in writing only, by Company and the Required Holders of each class the Notes; and provisions of Securities entitled this Agreement relating to the benefits Preferred Stock, and of the Certificate of Designations, may be amended, and the observance of any term hereof or of the Certificate of Designations may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders of the Preferred Stock, except that no such termamendment or waiver may, provided that (i) without the written consent of the holders of all 66% of the Notes shares of Preferred Stock and/or Note at the time outstandingoutstanding affected thereby, no (a) with respect to the Notes only, and subject to the provisions thereof relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal to, reduce the rate or change the time of payment or method of computation of interest on, or extend the maturity date of, the Notes or (b) change the definition of Required Holders. Any amendment or waiver consented to as provided in this Section 9.4 applies equally to all Holders of Notes or Preferred Stock and is binding upon them and upon each future Holder of any Notes or Preferred Stock and upon the Company without regard to whether such Notes or Preferred Stock have been marked to indicate such amendment or waiver. No such amendment or waiver shall (A) change will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the amount of Company and the principal of or any rate of interest on or the amount Holder of any premium payable with respect to any of the Notes or change the payment terms of Preferred Stock nor any of the Notes, or, except delay in exercising any rights hereunder or under any Notes or Preferred Stock shall operate as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or a waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit rights of any Holder of such provision proposed to be amended Notes or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsPreferred Stock. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement andExcept as set forth below or as specifically provided in any Loan Document, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstandingcovenant, no such amendment agreement or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions condition of this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to may be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied waived by the Company Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with sufficient information the consent of the Required Lenders) and delivered to enable it the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in the Restatement Agreement without the written consent of each Lender directly affected thereby; (b) amend, modify or waive (A) Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, if the effect of such amendment, modification or waiver is to require the Lenders with an Initial Revolving Loan Commitment (pursuant to, in the case of any amendment, modification or waiver of a provision other than Section 3.2, any substantially concurrent request by the Borrower for a borrowing, Conversion or Continuation of Initial Revolving Loans or Swingline Loans or issuance, increase, extension or renewal of any Letter of Credit) to make an informed decision with respect thereto andInitial Revolving Loans or participate in Swingline Loans or Letters of Credit when such Lenders would not otherwise be required to do so or (B) the amount of the Available Letter of Credit Commitment and/or the Swingline Commitment, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on in each case without the same terms.prior written consent of the Required Initial Revolving Lenders; (c) In determining whether amend, extend or increase any Commitment of any Lender (or reinstate any Initial Revolving Loan Commitment or Additional Revolving Loan Commitment or Other Revolving Loan Commitment terminated pursuant to Section 8.2) or the requisite holders amount of Securities have given Loans of any authorizationLender without the written consent of such Lender; (d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, consent interest, fees or waiver under this section 16, any Securities owned by other amounts due to the Company Lenders (or any of their respective Affiliates them) without the written consent of each Lender directly affected thereby; (e) reduce the principal of, or the rate of interest specified herein on, any Loan or payment owed under Section 2.13(d), or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be disregarded necessary to (i) waive any obligation of the Borrower to pay interest at the Default Rate during the continuance of any Event of Default or (ii) subject to clause (v) of the second proviso to this Section, amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or payment owed under Section 2.13(d), or to reduce any fee payable hereunder; (f) (i) change (A) Section 2.10, or Section 8.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (B) Section 8.3 in a manner adverse to the priority status of the Lenders with an Initial Revolving Loan Commitment without the prior written consent of each of the Lenders with an Initial Revolving Loan Commitment or (ii) (A) amend, modify or waive Sections 2.17(a)(ii), 2.17(a)(vii) or 2.17(a)(xii) or (B) except as expressly permitted in Section 9.10(b), subordinate the priority of the Liens granted under the Loan Documents, in each case under this clause (ii), without the prior written consent of each Lender with an Initial Revolving Loan Commitment; (g) change Section 2.6(b)(iii), (iv), (v) or (vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto in a manner materially adverse to any Lender without the written consent of such Lender; (h) change any provision of this Section or the definition of “Required Lenders”, “Required Revolving Lenders”, “Required Initial Revolving Lenders”, “Required Additional Revolving Lenders”, “Required Term C Lenders”, “Required Term D Lenders”, “Required Term E Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (i) release all of the guarantors or release guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Subsidiary Guaranty (other than as authorized in Section 9.10), without the written consent of each Lender; (j) release all or substantially all of the value of the Collateral or release any Security Document (other than as authorized in Section 9.10 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; (k) amend, modify or waive Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, if the effect of such amendment, modification or waiver is to require the Lenders with an Additional Revolving Loan Commitment (pursuant to, in the case of any amendment, modification or waiver of a provision other than Section 3.2, any substantially concurrent request by the Borrower for a borrowing, Conversion or Continuation of Additional Revolving Loans) to make Additional Revolving Loans when such Lenders would not otherwise be required to do so, without the prior written consent of the Required Additional Revolving Lenders; provided further, that (i) no amendment, waiver or consent shall, unless in writing and deemed not signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Request for Issuance of Letter of Credit (or any cash collateral agreement or other document entered into in connection with an Extended Letter of Credit) relating to any Letter of Credit issued or to be outstandingissued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any Request for Advance relating to any Swingline Loan made by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) unless a breach of Section 7.7 has become an Event of Default with respect to the Term Loans in accordance with Section 8.1(c), any amendment, waiver or consent of Section 7.7 (or any defined terms used therein, but only for purposes of Section 7.7 and not for any other purposes, including, without limitation, any pro forma compliance or incurrence tests) may only be effected with consent of the Borrower and the Required Revolving Lenders (or the Administrative Agent with the consent of the Required Revolving Lenders) and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans; (vi) any amendment, modification or waiver of any of Sections 7.3(c) or 7.4(c) or any of the definitions of “Specified Servicing Amendment”, “Specified Servicing Arrangement” or “Specified Servicing Provider Sale” may only be effected with consent of the Borrower and the Required Revolving Lenders (or the Administrative Agent with the consent of the Required Revolving Lenders) and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans; (vii) no amendment, waiver or consent shall include any Real Property in the Collateral or require the creation of a Lien or Security Interest in any Real Property unless approved by each Lender holding a Revolving Loan Commitment and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans and (viii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.12) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 2.14, 2.18, 2.19 or Article 13 of this Agreement (including, without limitation, as applicable, (1) to permit the Incremental Increases, any Credit Agreement Refinancing Indebtedness and the Loans made in connection therewith to share ratably in the benefits of this Agreement and the other Loan Documents, (2) to permit the Incremental Term Loans or any Credit Agreement Refinancing Indebtedness to be structured as second lien credit facilities (including amendments to Section 2.6(b)), (3) to include the Lenders with an Additional Revolving Loan Commitment, an Other Revolving Loan Commitment, an Incremental Term Loan Commitment, an Other Term Loan Commitment or outstanding Incremental Term Loans, Other Revolving Loans or Other Term Loans in any determination of Required Lenders and (4) to include the Lenders with an Additional Revolving Loan Commitment or Other Revolving Loan Commitment in any determination of Required Revolving Lenders); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Ratio, in each case, without the written consent of such affected Lender.

Amendment and Waiver. (a) Any term This Trust Agreement, and any of this Agreement andthe agreements referred to in Section 2.5(a) hereof, unless explicitly provided otherwise therein, may be amended from time to time by the Trustees for any purpose prior to the issuance and sale to the Underwriters of the STRYPES and thereafter without the consent of any of the Holders (i) to cure any ambiguity or to correct or supplement any provision contained herein or therein which may be defective or inconsistent with any other Operative Documents mayprovision contained herein or therein; (ii) to change any provision hereof or thereof as may be required by applicable law or the Commission or any successor governmental agency exercising similar authority; or (iii) to make such other provisions in regard to matters or questions arising hereunder or thereunder as shall not materially adversely affect the interests of the Holders (as determined in good faith by the Trustees, who may rely on an opinion of counsel). (b) This Trust Agreement may also be amended from time to time by the Trustees (or the performance of any of the provisions of the Trust Agreement may be waived) with the consent by the required vote of the Company, be amended, or compliance therewith may be waived, Holders in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, accordance with Section 8.1 hereof; provided that this Trust Agreement may not be amended (i) without the consent by vote of the holders Holders of all STRYPES then outstanding, so as to increase the number of STRYPES issuable hereunder above the number of STRYPES specified in Section 2.5(c) hereof or such lesser number as may be outstanding at any time during the term of this Trust Agreement, (ii) to reduce the interest in the Trust represented by STRYPES without the consent of the Notes at Holders of such STRYPES, (iii) if such amendment is prohibited by the time Investment Company Act or other applicable law, (iv) without the consent by vote of the Holders of all STRYPES then outstanding, no if such amendment or waiver shall (A) would effect a change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (voting requirements set forth in Section 8.1 hereof or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationthis Section 8.4, or (Bv) change without the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment consent by vote of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any Holders of the provisions lesser of this Agreement (x) 67% or any more of the other Operative Documents unless each holder STRYPES represented at a special meeting of Holders, if more than 50% of the Securities STRYPES outstanding are represented at such meeting, and (irrespective y) more than 50% of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andSTRYPES outstanding, if such holder is entitled to the benefit of any such provision proposed to be amended amendment would effect a change in Section 2.4 or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms2.9 hereof. (c) In determining whether Promptly after the requisite holders execution of Securities have given any authorizationamendment, consent the Trustees shall furnish written notification of the substance of such amendment to each Holder. (d) Notwithstanding subsections (a) and (b) of this Section 8.4, no amendment hereof shall permit the Trust, the Trustees, the Administrator, the Paying Agent or waiver under this section 16the Custodian to take any action or direct or permit any Person to take any action that (i) would vary the investment of Holders within the meaning of Treasury Regulation Section 301.7701-4(c), or (ii) would or could cause the Trust, or direct or permit any Securities owned by action to be taken that would or could cause the Company or any of their respective Affiliates shall be disregarded and deemed Trust, not to be outstandinga "grantor trust" under the Code.

Amendment and Waiver. (a) Any term This Agreement, and any of this Agreement andthe agreements referred to in Section 2.2(a), unless explicitly provided otherwise therein, may be amended from time to time by the Trustees for any purpose prior to the issuance and sale to the Initial Purchasers of the Trust Securities and thereafter without the consent of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without to cure any ambiguity or to correct or supplement any provision contained herein or therein which may be defective or inconsistent with any other provision contained herein or therein; (ii) to change any provision hereof or thereof as may be required by applicable law or the consent Commission or any successor governmental agency exercising similar authority; (iii) to make such other provisions in regard to matters or questions arising hereunder or thereunder as shall not materially adversely affect the interests of the holders Holders (as determined in good faith by the Trustees, who may rely on an opinion of all of the Notes at the time outstandingcounsel); or (iv) to make this Agreement, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change agreements referred to in Section 2.2(a), consistent with the payment terms of any of descriptions thereof (including under the Notes, or, except as provided section “Investment Objective and Policies—the Contracts”) in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofOffering Circular. (b) The Company will notThis Agreement, directly and any of the agreements referred to in Section 2.2(a), may also be amended from time to time by the Trustees (or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver the performance of any of the provisions of this Agreement or any of such other agreements may be waived) with the other Operative Documents unless each holder consent by the required vote of the Securities Holders in accordance with Section 8.1; provided that this Agreement may not be amended, (irrespective i) without the consent by vote of the kind and amount Holders of all Trust Securities then owned outstanding, to increase the number of Trust Securities issuable under this Agreement above the number of Trust Securities specified in Section 2.2(c) or such lesser number as may be outstanding at any time during the term of this Agreement, (ii) to reduce the interest in the Trust represented by itany Trust Security without the consent of the Holder of such Trust Security, (iii) shall be informed thereof if such amendment is prohibited by the Investment Company andAct or other applicable law, (iv) without the consent by vote of the Holders of all Trust Securities then outstanding, if such holder is entitled to amendment would effect a change in the benefit voting requirements set forth in Section 8.1 or this Section 8.6, or (v) without the consent by vote of any such provision proposed to be amended or waivedthe Holders of the lesser of (x) more than two-thirds of the total number of the Trust Securities represented at a special meeting of Holders at which more than 50% of the total number of Trust Securities outstanding are represented, shall be afforded and (y) more than 50% of the opportunity total number of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andTrust Securities outstanding, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsamendment would effect a change in Section 2.1 or 2.6. (c) In determining whether Promptly after the requisite holders execution of Securities have given any authorizationamendment, consent the Trustees shall furnish written notification of the substance of such amendment to each Holder. (d) Notwithstanding subsections (a) and (b) of this Section 8.6, no amendment of this Agreement or waiver under this section 16the Agreements referred to in Section 2.2(a) shall permit the Trust, the Trustees, the Administrator, the Paying Agent or the Custodian to (x) take any Securities owned by action or direct or permit any Person to take any action that (i) would vary the Company investment of the Holders within the meaning of Treasury Regulation Section 301.7701-4(c), or (ii) would or could cause the Trust, or direct or permit any of their respective Affiliates shall action to be disregarded and deemed taken that would or could cause the Trust, not to be outstandinga domestic “grantor trust” under the Code or (y) materially affect Section 2.4(k) or the second sentence of Section 4.1 or the Trustees’ obligations thereunder without the consent of the Shareholders.

Amendment and Waiver. (a) Any term of this This Securities Exchange Agreement andmay be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing only, by with the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the written consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall Company and (A) change the amount of the principal of or any rate of interest on or prior to the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the NotesClosing Date, oryou, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change after the percentage of Closing Date, the holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment 51% of the outstanding Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectlyshall not solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Securities Exchange Agreement or any of the other Operative Documents Notes unless each holder of the Securities Notes (irrespective of the kind and amount of Securities Notes then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity opportunity, if eligible to participate, of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this 12.4 shall be offered delivered by the Company to each holder of outstanding Notes forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Notes. The Company shall not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of the Notes as consideration for or as an inducement to the entering into by any holder of the Notes of any waiver or amendment of any of the terms and provisions of this Securities Exchange Agreement unless such remuneration and granted such security is concurrently paid, on the same terms. (c) In determining whether , ratably to the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by all of the Company or any of their respective Affiliates shall be disregarded and deemed not to be Notes then outstanding.

Amendment and Waiver. (a) Any term provision of this Agreement andmay be amended, unless explicitly provided otherwise thereinmodified or waived if, but only if, such amendment, modification or waiver is in writing and is signed by Buyer and Seller in the case of any an amendment or modification or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding anything to the contrary herein, none of the other Operative Documents mayDebt Financing Provisions may be amended, with modified or waived in a manner adverse to the Debt Financing Sources without the prior consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofDebt Financing Sources. (b) The Company will notAt any time prior to the Closing, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver Seller may (i) extend the time for the performance of any of the provisions obligations or other acts of this Agreement Buyer contained herein, (ii) waive any inaccuracies in the representations and warranties of Buyer contained herein or in any document, certificate or writing delivered by Buyer pursuant hereto or (iii) waive compliance by Buyer with any of the other Operative Documents unless each holder agreements or conditions contained herein. At any time prior to the Closing, Buyer may (A) extend the time for the performance of any of the Securities obligations or other acts of Seller contained herein, (irrespective B) waive any inaccuracies in the representations and warranties of Seller contained herein or in any document, certificate or writing delivered by Seller pursuant hereto or (C) waive compliance by Seller with any of the kind and amount agreements or conditions contained herein. Any agreement on the part of Securities then owned by it) any party hereto to any such extension or waiver shall be informed thereof by the Company and, valid only if set forth in a written instrument signed on behalf of such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsparty. (c) In determining whether No failure or delay by any party in exercising any right, power or privilege hereunder shall impair such right or remedy or operate or be construed as a waiver or variation thereof or preclude its exercise at any subsequent time nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the requisite holders exercise of Securities have given any authorizationother right, consent power or waiver under this section 16privilege. Except as set forth in ‎Section 9.11, any Securities owned by the Company or any of their respective Affiliates rights and remedies herein provided shall be disregarded cumulative and deemed not to be outstandingexclusive of any rights or remedies provided by law.

Amendment and Waiver. Any provision of this Agreement or the Disclosure Schedules hereto may be amended or waived only in a writing signed (a) Any term of this Agreement and, unless explicitly provided otherwise therein, in the case of any amendment, by Parent, the Company (or the Surviving Company following the Closing) and the Representative and (b) in the case of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing onlya waiver, by the Required Holders Party or Parties waiving rights hereunder; provided, however, that after the receipt of each class the Stockholder Approval, (y) no amendment to this Agreement shall be made which by Law requires further approval by the stockholders of Securities entitled the Company without such further approval by such stockholders and (z) notwithstanding anything to the benefits contrary in this Agreement, any amendment, modification or waiver of such termthis Agreement, provided whether prior to or after the Closing, that (i) changes any Securityholder's indemnity or other obligations or liabilities as set forth in this Agreement (including without limitation, imposing joint or joint and several liability on any Securityholder), (ii) results in the consent of amounts payable under this Agreement to any Securityholder being distributed in any manner other than as specified pursuant to this Agreement, (iii) changes the holders of all of the Notes at the time outstanding, no such amendment form or waiver shall (A) change the amount of the principal of Merger Consideration, or any rate of interest on (iv) expands or alters the amount of any premium payable with respect to any authority of the Notes or change Representative, in each case will not bind any Securityholder without the payment terms of any prior written approval of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation requisite stockholders of the Company (for the Stockholder Approval as of the execution date of this Agreement, which must include the written approval of Intel Capital Corporation. The Representative consenting to all or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationa portion of an indemnification claim, or entering into a settlement agreement with respect thereto, in accordance with the procedures, limitations of liability and Representative authority set forth in this Agreement (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment as of the Notes. Executed execution date of this Agreement and as amended in compliance with the foregoing clauses (i) through (iv)) shall not be deemed to implicate the foregoing clauses (i)-(iii) or true and correct copies require the prior written approval of any amendment, waiver or consent effected Securityholder pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or previous sentence. No waiver of any of the provisions of this Agreement provision hereunder or any of the breach or default thereof shall extend to or affect in any way any other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsprior or subsequent breach or default. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with the consent power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of the Company, be amended, or compliance therewith any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, to any provision of this Agreement or offer or pay any remuneration or grant any security as an inducement forthe Securities, any proposed amendment waiver of any provision of this Agreement or the Securities and any consent to any departure by any party from the terms of any provision of this Agreement or the Securities shall be effective only if it is made or given in writing and signed by the Company and the Required Holders; provided, however, that (i) no amendment, supplement, modification or waiver of any of the provisions of this Agreement Articles 2, 3, 4, 5 or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit 6 or of any defined term used in such provision proposed to be amended or waivedArticles, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information effective as to enable it KPP unless consented to make an informed decision with respect thereto and, if such offer is accepted by such holderHolder in writing and (ii) no such amendment, shall be offered and paid such remuneration and granted such security on supplement, modification or waiver may, without the same termswritten consent of the Holder the Note at the time outstanding affected thereby (A), subject to the provisions of Article 10, change the amount or time of any payment or prepayment of principal of, or reduce the rate or change the time of payment or method of computation of interest on, the Note, or (B) amend any provision of Section 10.1(a), 10.2, 10.3, 10.4, Article 11, Article 12 or Article 13. (c) In Solely for the purpose of determining whether the Holders of the requisite holders percentage of Securities have the aggregate principal amount of the Note then outstanding approved or consented to any amendment, waiver or consent to be given any authorization, consent or waiver under this section 16Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of the Note then outstanding, any Securities portion of the Note directly or indirectly owned by the Company or any of their respective its Affiliates shall be disregarded and deemed not to be outstanding. (d) Any amendment or waiver consented to as provided in this Section 13.4 is binding upon each future holder of any Security and upon the Company without regard to whether such Security has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Holder nor any delay in exercising any rights hereunder or under any Security shall operate as a waiver of any rights of any Holder.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 4.8); and (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof this Agreement which is in all other respects approved by the Company andLenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, if shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such holder is entitled amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the benefit Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such provision proposed to be amended or waivedamendment and restatement, any such Lender shall be afforded deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the opportunity benefits of considering the sameindemnification provisions hereof which, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on terms hereof would survive the same termstermination of this Agreement. (cg) In determining whether Notwithstanding anything to the requisite holders contrary herein, the Agent may, with the consent of Securities have given any authorizationthe Borrower Representative only, consent amend, modify or waiver under supplement this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates shall be disregarded the other Loan Documents to (A) cure any ambiguity, omission, mistake, defect or inconsistency, (B) make any change that would provide any additional rights or benefits to the Lenders, or (C) make, complete or confirm any grant of Collateral permitted or required by any Loan Document or any release of any Collateral that is otherwise permitted under the terms of this Agreement and deemed not to be outstandingthe other Loan Documents.

Amendment and Waiver. (a) Any term term, provision, covenant, agreement or condition of this Agreement andAgreement, unless explicitly provided otherwise therein, of the Senior Notes or the Warrants or any of the other Operative Documents Exhibit hereto may, with the written consent of the Company, be amendedamended or modified, or compliance therewith may be waived, waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Required Holder or Holders of each class not less than 66 2/3% in aggregate unpaid principal amount of Securities entitled all Senior Notes and 66 2/3% in number of the Warrants at the time outstanding (except that amendments or waivers to the benefits Senior Notes shall not require the consent of such termHolders of Warrants and amendments or waivers to the Warrants shall not require the consent of Holders of Senior Notes); provided, provided that that (i) without with respect to the consent of the holders of all of the Senior Notes at the time outstanding, no such amendment amendment, modification or waiver shall (A) change the amount of principal of, or change the principal of or any rate of interest or change the time of payment of principal, or premium, if any, or interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Senior Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders Holders of Senior Notes required to approve accelerate or rescind any acceleration of the Senior Notes, or (C) modify any provision of this Section, without the consent of the Holders of all Senior Notes then outstanding, (ii) with respect to the Warrants no such amendment, effectuate any such modification or waiver or accelerate payment shall change the Warrant Price, as provided in the Warrant, without the consent of the Notes. Executed or true and correct copies Holders of any all Warrants then outstanding, and (iii) no such amendment, modification or waiver shall extend to or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in affect any event obligation not later than five days) following the effective date thereofexpressly waived or impair any right consequent thereon. (b) The Company will notAny amendment, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment modification or waiver pursuant to this Section 6.3 shall apply equally to all the Holders of the Senior Notes or the Warrants, as the case may be, and shall be binding upon them, upon each future holder of any of Senior Note or Warrants, as the provisions case may be, and upon the Company, in each case, whether or not a notation thereof shall have been placed on any Senior Note. Promptly after any amendment, modification or waiver pursuant to (c) Each Holder shall continue to make its own analysis and decisions in taking or not taking action under this Agreement. In no event shall the Majority-in-Interest be deemed to be an agent or fiduciary for the Purchasers, and shall not be required to keep informed as to the performance or observance by the Company of this Agreement or any other document referred to or provided for herein or therein or to inspect the properties or books of the Company. No Holder shall have any duty or responsibility to provide any other Operative Documents unless each holder Holder with any credit or other information concerning the affairs, financial condition or business of the Securities (irrespective Company that may come into the possession of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsHolder. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by Agent or by all Lenders, as the case may be (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (C) change any of the provisions of this Section 13.10 or the definitions of “Majority 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; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and, (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrowers, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrowers or a Subsidiary of the Borrowers as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrowers only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof this Agreement which is in all other respects approved by the Company andLenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, if shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such holder is entitled amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the benefit Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such provision proposed to be amended or waivedamendment and restatement, any such Lender shall be afforded deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the opportunity benefits of considering the sameindemnification provisions hereof which, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on terms hereof would survive the same termstermination of this Agreement. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any This Agreement and any Loan Documents collateral hereto may be modified or amended and a waiver of any breach of any term or provision of this Agreement andshall be effective only if the Borrowers, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with Administrative Agent and the consent of the Company, be amended, or compliance therewith may be waived, Majority Lenders so agree in writing only, by the Required Holders of each class of Securities entitled to the benefits of such termwriting, provided that (i) in all cases the Borrowers shall be entitled to rely upon the Administrative Agent, without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount further inquiry in respect of any premium payable with respect amendments or waivers agreed to any of by the Notes or change Administrative Agent and which the payment terms of any of Administrative Agent has confirmed have been agreed to by the NotesMajority Lenders; provided further, orhowever, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any that no amendment, waiver or consent consent, unless in writing and signed by all of the Lenders shall: (i) increase the Commitment of any Lender or subject any Lender to any additional obligation; (ii) reduce the principal of, or interest on, the Advances or reduce any fees hereunder; (iii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any other amounts payable hereunder; (iv) change the Global Rateable Portion of any Lender except for adjustments thereto made by the Administrative Agent in accordance with the terms of this Agreement, or the aggregate unpaid principal amount of the Advances, or the number of Lenders which shall be required for the Lenders to take any action hereunder; (v) amend the definition of Majority Lenders; (vi) amend or release any Guarantee, except to the extent that a release of a Guarantee may be effected pursuant to a transaction subject to Section 13.12 or is otherwise authorized pursuant to the terms of this section 16 shall be delivered Agreement and except to the extent that an amendment, as determined by the Company Administrative Agent and Lenders' Counsel, each acting reasonably, does not materially impair the enforceability of such Guarantee; or (vii) amend this Section 13.5; and provided, further, that no amendment, waiver or consent, unless in writing and signed by the Administrative Agent, Swing Line Lender, Issuing Bank or Consent Facility Agent, as applicable, in addition to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notLenders required herein above to take such action, directly affects the rights or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any duties of the provisions of Administrative Agent, Swing Line Lender, Issuing Bank or Consent Facility Agent, as applicable, under this Agreement or any Advance. A waiver of the other Operative Documents unless each holder any breach of the Securities (irrespective any term or provision of the kind and amount of Securities then owned by it) this Agreement shall be informed thereof by the Company and, if such holder is entitled limited to the benefit of any such provision proposed to be amended or specific breach waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.