Common use of Amendments in Writing; Waiver; Integration Clause in Contracts

Amendments in Writing; Waiver; Integration. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, shall in any event be effective unless change to the same shall be in writing and signed (x) in the case definition of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower “Designated Holder” or the applicable Loan Party rights of a Designated Holder (or by and any change to this Agreement that would modify the Borrower on behalf of the other Loan Parties), (yconsent required pursuant to this sentence) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with shall require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, shall in any event be effective unless change to the same shall be in writing and signed (xi) in the case definition of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties)“Designated Holder”, (yii) in rights of a Designated Holder, or (iii) final sentence of Section 12.2(b) (and any change to this Agreement that would modify the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with consent required pursuant to this sentence) shall require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, shall in any event be effective unless change (i) to the same shall be in writing and signed (x) in the case definition of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties)“Designated Holder”, (yii) in the case rights of a Designated Holder, or (iii) the final sentence of Section 12.2(b) (and any other waiver or consent, by change to this Agreement that would modify the Requisite Lenders (or by the Agent with consent required pursuant to this sentence) shall require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee; provided, that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of the Borrower or such Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case Document of an amendment, consent Collateral Trustee; or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect extent the rights or duties of such Agent (but Collateral Trust Agreement provides that Collateral Trustee’s approval is not in its capacity as a Lender) under this Agreement or required. Without limiting the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder generality of the Borrower foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of their respective Affiliates to purchase Loans on a non-pro rata basisconduct shall operate as, become or evidence, an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in any event be effective unless the same shall be in a writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (ya) in the case of any other waiver or consentconsent other than as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and or (zb) in the case of any amendment other amendmentthan as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: : (i) increase the Term Loan Commitments Commitment or the Term Loan Commitment Amount or increase the Pro Rata Share of any Lender▇▇▇▇▇▇’s Term Loan Commitment or Term Loan Commitment Amount, reduce the principal of, or interest on, the Loans Term Loan or any other Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans Term Loan payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E))Lender, in each case, without the written consent of such Lender; Lenders adversely affected thereby (it being understood that (A) no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or the implementation of the Default Rate, shall be within the scope of this clause (i), and such actions shall only require the consent of the Required Lenders (or in the case of a waiver of mandatory prepayment in connection with a Change of Control, solely the Agent without requirement for consent by any Lender or other Secured Party) and (B) any waiver of any amortization payment referred to in Section 2.2(b)(iii) shall only require the consent of the Required Lenders)); (ii) change the percentage of the Term Loan Commitments Commitment, Term Loan Commitment Amount or of the aggregate unpaid principal amount of the Loans Term Loan that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender adversely affected Lender; thereby; (iii) amend the definition of “Requisite Required Lenders” or “Pro Rata Share” without the written consent of each Lender; Lender adversely affected thereby; (iv) release all or a substantial portion substantially all of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of Agent and the Secured Parties Lenders (except as pursuant to a transaction otherwise expressly provided in this Agreement and the other Loan Documentspermitted hereunder), or release any Borrower or any Guarantor (except in connection with a Transfer permitted under substantially all of the Loan Documents)guarantees provided by the Guarantors, in each case, unless otherwise provided by this Agreement, without the written consent of each Lender adversely affected Lenderthereby; or (v) amend, modify or waive Section 2.04, Section 2.07 9.4 or this Section 13.05 12.7 of this Agreement without the written consent of each Lender. Lender adversely affected thereby or (bvi) Notwithstanding anything amend, modify, or waive any provision of this Agreement in a manner that is directly and disproportionately adverse to any Lender or directly and favorably affecting any Lender (in each case, as compared to all of the contrary in Section 13.05(a): (i) no Lenders), without the consent of each Lender affected by such amendment, waiver modification, or waiver. Notwithstanding the foregoing, the Borrower and the Agent, without requiring the consent of any other Person, shall be permitted to amend or waive the provisions hereof to address any issues of a technical nature or to cure any ambiguity or clear error. Notwithstanding the foregoing, no amendment or modification of any Loan Document shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder . Without limiting the generality of the Borrower foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of their respective Affiliates to purchase Loans on a non-pro rata basisconduct shall operate as, become or evidence, an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and each Collateral Agent, provided that no Collateral Agent’s approval shall be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of such Collateral Agent therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or any Collateral Agent or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of a Collateral Agent; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver change to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” Designated Holder”, (ii) the rights of a Designated Holder, or “Pro Rata Share” without (iii) the written final sentence of Section 12.2(b) (and any change to this Agreement that would modify the consent required pursuant to this sentence) shall require the consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and Agents. Without limiting the other Loan Documents), subordinate any Lien granted in favor generality of the Collateral Agent for the benefit foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents)conduct shall operate as, or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents)evidence, in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no or waiver, discharge or termination of any obligation under any Loan Document, or release, or subordinate Lenders’ security interest in, or consent to the transfer of, any departure by any Loan Party therefrom, shall in any event be effective unless the same Collateral shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing and signed (x) in the case of an amendmentby Agent, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBorrower; provided, however, provided that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights all Lenders directly affected thereby (or duties of such by Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable all Lenders directly affected thereby), in addition to Agent, Requisite Lenders (or by Agent and the applicable Loan Party without the need to obtain with the consent of Requisite Lenders) and Borrower, do any of the following: (i) increase or decrease the amount of, or extend the term of, any Revolving Line Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and under the other Loan Documents, and if (iv) release or subordinate the Collateral Agent and Lien on all or substantially all of the Borrower Collateral, or consent to a transfer of all or substantially all of the Intellectual Property (which shall have jointly identified an ambiguity, inconsistency, omission, mistake or defectbe deemed to affect all Lenders), in each case, except as otherwise may be provided in any Loan Document, (v) release a Borrower from, or consent to a Borrower’s assignment or delegation of, such Borrower’s obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 8.3, or (vii) amend or modify the definition of “Requisite Lenders” or any provision providing for the consent or other action by all Lenders. No amendment or modification shall, unless in writing and signed by all Lenders holding a Revolving Line Commitment, amend or modify the definitions of “Borrowing Base” and “Availability Amount”, amend, modify or waive the conditions precedent set forth in Section 3.2 and/or Section 3.3 applicable to the Revolving Line, or amend modify or waive any other provision having the effect of increasing the Availability Amount. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. In the event any provision of any other Loan Document (other than a Collateral Document)is inconsistent with the provisions of this Agreement, then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent provisions of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)exclusively control.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no or waiver, discharge or termination of any obligation under any Loan Document, or release, or subordinate Lenders’ security interest in, or consent to the transfer of, any departure by any Loan Party therefrom, shall in any event be effective unless the same Collateral shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing and signed (x) in the case of an amendmentby Agent, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBorrower; provided, however, provided that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights all Lenders directly affected thereby (or duties of such by Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable all Lenders directly affected thereby), in addition to Agent, Requisite Lenders (or by Agent and the applicable Loan Party without the need to obtain with the consent of Requisite Lenders) and Borrower, do any of the following: (i) increase or decrease the amount of, or extend the term of, any Revolving Line Commitment and or Term Loan Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan Advance or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and under the other Loan Documents, and if (iv) release or subordinate the Collateral Agent and Lien on all or substantially all of the Borrower Collateral, or consent to a transfer of all or substantially all of the Intellectual Property (which shall have jointly identified an ambiguity, inconsistency, omission, mistake or defectbe deemed to affect all Lenders), in each case, except as otherwise may be provided in any Loan Document, (v) release Borrower from, or consent to a Borrower’s assignment or delegation of, Borrower’s obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 8.3, or (vii) amend or modify the definition of “Requisite Lenders” or any provision providing for the consent or other action by all Lenders. No amendment or modification shall, unless in writing and signed by all Revolving Line Lenders, amend or modify the definitions of “Borrowing Base” and “Availability Amount”, amend, modify or waive the conditions precedent set forth in Section 3.2 and/or Section 3.3 applicable to the Revolving Line, or amend modify or waive any other provision having the effect of increasing the Availability Amount. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. In the event any provision of any other Loan Document (other than a Collateral Document)is inconsistent with the provisions of this Agreement, then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent provisions of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)exclusively control.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in any event be effective unless the same shall be in a writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (ya) in the case of any other waiver or consentconsent other than as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and or (zb) in the case of any amendment other amendmentthan as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: : (i) increase the Term Loan Commitments Commitment or the Term Loan Commitment Amount or increase the Pro Rata Share of any LenderL▇▇▇▇▇’s Term Loan Commitment or Term Loan Commitment Amount, reduce the principal of, or interest on, the Loans Term Loan or any other Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans Term Loan payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E))Lender, in each case, without the written consent of such Lender; Lenders adversely affected thereby (it being understood that (A) no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or the implementation of the Default Rate, shall be within the scope of this clause (i), and such actions shall only require the consent of the Required Lenders (or in the case of a waiver of mandatory prepayment in connection with a Change of Control, solely the Agent without requirement for consent by any Lender or other Secured Party) and (B) any waiver of any amortization payment referred to in Section 2.2(b)(iii) shall only require the consent of the Required Lenders)); (ii) change the percentage of the Term Loan Commitments Commitment, Term Loan Commitment Amount or of the aggregate unpaid principal amount of the Loans Term Loan that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender adversely affected Lender; thereby; (iii) amend the definition of “Requisite Required Lenders” or “Pro Rata Share” without the written consent of each Lender; Lender adversely affected thereby; (iv) release all or a substantial portion substantially all of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of Agent and the Secured Parties Lenders (except as pursuant to a transaction otherwise expressly provided in this Agreement and the other Loan Documentspermitted hereunder), or release any Borrower or any Guarantor (except in connection with a Transfer permitted under substantially all of the Loan Documents)guarantees provided by the Guarantors, in each case, unless otherwise provided by this Agreement, without the written consent of each Lender adversely affected Lenderthereby; or (v) amend, modify or waive Section 2.04, Section 2.07 9.4 or this Section 13.05 12.7 of this Agreement without the written consent of each Lender. Lender adversely affected thereby or (bvi) Notwithstanding anything amend, modify, or waive any provision of this Agreement in a manner that is directly and disproportionately adverse to any Lender or directly and favorably affecting any Lender (in each case, as compared to all of the contrary in Section 13.05(a): (i) no Lenders), without the consent of each Lender affected by such amendment, waiver modification, or waiver. Notwithstanding the foregoing, the Borrower and the Agent, without requiring the consent of any other Person, shall be permitted to amend or waive the provisions hereof to address any issues of a technical nature or to cure any ambiguity or clear error. Notwithstanding the foregoing, no amendment or modification of any Loan Document shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder . Without limiting the generality of the Borrower foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of their respective Affiliates to purchase Loans on a non-pro rata basisconduct shall operate as, become or evidence, an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, shall in any event be effective unless change to (i) the same shall be in writing and signed (x) in the case definition of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties)“Designated Holder”, (yii) in the case rights of a Designated Holder, or (iii) the final sentence of Section 12.2(b) (and any other waiver or consent, by change to this Agreement that would modify the Requisite Lenders (or by the Agent with consent required pursuant to this sentence) shall require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of the Borrower or such Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, change to the definition of “Designated Holder” shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in any event be effective unless a writing signed by each Borrower and the same shall be in writing and signed (x) in the case of an Required Lenders; provided that no such waiver, amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an all Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following: (i) increase the amount of or extend the expiration date of any commitment to extend credit on the part of any Lender, (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document, (iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document, (iv) change the Pro Rata Share that is required to take any action hereunder, (v) amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders, (vi) other than as expressly permitted by this Agreement or any other Loan Document, release Agent’s Lien in and to any of the Collateral, (vii) amend, affect modify, or eliminate the rights definitions of “Required Lenders” or duties “Pro Rata Share”, (viii) modify the application of such repayments or prepayments or proceeds of Collateral, (ix) add any fees payable to any Lender that are payable other than to each Lender according to its Pro Rata Share in the applicable Commitment, other than normal and customary fees payable to Agent (but not in its capacity as such, or to a LenderLender that is a Non-Consenting Lender (and for purposes of an amendment as described in this clause (ix), each Lender other than a Defaulting Lender shall be considered directly affected by such amendment); (x) contractually subordinate the Obligations or any of Agent’s Liens (other than to the extent subordination terms are included in an Account Control Agreement with respect to Liens described in clause (j) of the defined term “Permitted Liens”); (xi) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents;, (xii) amend, modify, or eliminate any of the provisions of Section 2.5(b), Section 2.5(f), or Section 9.4(a), or any other provision in any Loan Document related to the pro rata sharing of payments among Lenders; or (xiii) amend, modify, or eliminate the definitions of the Restatement Date Incremental Term Loan Commitment or any other Commitment; provided further, that as long as each such Initial Lender holds at least 50% of its respective original Restatement Date Incremental Term Loan Commitment, all Initial Lenders consent shall be required to: (i) waive Major Defaults, (ii) approve material amendments to negative covenants (where changes to baskets or thresholds of up to 20% compared to levels effective as of the Restatement Date, shall not be deemed to be “material”), and (iii) approve additional Incremental Term Loans (but only to the extent each Initial Lender is not participating to the extent of its Pro Rata Share) (b) Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents, and the provisions of the Restatement Date Commitment Letter and the Restatement Date Fee Letter that, by their terms survive the termination thereof or the Restatement Date, represent the entire agreement about this subject matter and supersede prior negotiations or agreements. Except as set forth in the foregoing, all prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of the Loan Documents merge into the Loan Documents. (c) If, in connection with any proposed amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Partyhereunder, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain all Lenders or all Initial Lenders is required, but only the consent of Required Lenders is obtained, (any Lender withholding consent being referred to as a “Non-Consenting Lender”), then, either Borrower Representative so long as Agent is not the Non-Consenting Lender, Agent or any other Person Borrower Representative may (but neither shall be obligated to) upon notice to the Non-Consenting Lender (and Agent, if such amendmentapplicable), modificationrequire the Non-Consenting Lender to assign and delegate, supplement or waiver is delivered without recourse (in order (Aaccordance with the restrictions contained in Section 12.2 hereof) to comply with local requirements all of applicable Law (including foreign law or regulatory requirements) or advice of local counselits interests, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with rights and obligations under this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower to an Eligible Transferee that shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document assume such obligations (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as which assignee may be applicableanother Lender, if a Lender accepts such assignment); and (vi) no Defaulting Lender or Affiliate thereof provided that is a such Non-Consenting Lender shall have any right received payment of an amount equal to approve or disapprove any amendmentthe outstanding principal of its Loans, waiver or consent under accrued interest thereon, accrued fees (except for the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed fees required to be voted pro rata according to the Term Loan Commitments of paid by Borrowers) and all other Lenders in the aggregate (other than amounts payable to it hereunder from such Defaulting Lender or Affiliate)Eligible Transferee, and Borrowers hereby agree to pay, upon such transfer, all Prepayment Fees and such Non-Consenting Lender’s Pro Rata Share of any Restatement Date Final Payment.

Amendments in Writing; Waiver; Integration. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E))Lender, in each case, without the written consent of such LenderLender (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender and shall require the consent of the Requisite Lenders only); (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or; (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender; (vi) extend the grace period applicable to Defaults described in Section 8.01 without the written consent of each affected Lender; (vii) modify the restriction in Section 10.11 regarding the prohibition on Secured Parties credit bidding independently without the written consent of each affected Lender; or (viii) amend or modify the Superpriority Claim status of the Lenders under the Orders or under any Loan Document without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and; (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, and no consent Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver change to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents)Designated Holder”, subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) the rights of a Designated Holder, or (iii) the final sentence of Section 12.2(b) (and any amendment, waiver or consent change to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of would modify the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee consent required pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis this sentence) shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, Trustee. Without limiting the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any generality of the Collateral may be amendedforegoing, waived no oral promise or otherwise modified with the consent statement, nor any action, inaction, delay, failure to require performance or course of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender conduct shall operate as, or any other Person if such evidence, an amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. The provisions of this Agreement and the other agreements enumerated below may be modified, amended or waived only by a written instrument signed by (i) the Co-Borrowers and (ii) the Required Lenders; provided that no such modification, amendment or waiver shall, without the written consent of all of the affected Lenders, (a) No amendment reduce the principal amount of any Advance, (b) reduce the rate of interest of any Advance, (c) increase the Commitment of any Lender, (d) modify the payment waterfall provisions of Section 9.14 or waiver of Section 2.1.3(d), (e) except as otherwise permitted by this Section 12.7, change any provision of this Section 12.7 or reduce the percentages specified in the definitions of “Required Lenders”, (f) modify in any respect materially adverse to the Lenders (in their capacities as lenders hereunder): (i) the Industrial JV LLCA (except to the extent modified by or in connection with the consent contemplated in Section 3.1(l) hereof), (ii) the Mitsui Intercreditor Agreement, Mitsui Loan Agreement or any other Mitsui Loan Document, and no consent to or (iii) the SVB Loan Agreement, the other “Loan Documents” as defined under the SVB Loan Agreement or any departure by any Loan Party therefromloan or security documents entered into in connection with the Commercial Credit Facility, shall in each case, in any event be effective unless respect, taken as a whole, (g) release Co-Borrowers comprising all or substantially all of the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien credit support for the benefit of the Agents and the Lenders Obligations Agreement (other than as authorized hereunder or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan PartiesDocuments), (yh) in the case of any other waiver release all or consent, by the Requisite Lenders (or by the Agent with the consent substantially all of the Requisite LendersCollateral (other than as authorized hereunder or the other Loan Documents) and or (zi) in subordinate the case Obligations owed to one party hereunder to those of any another party hereunder (other amendment, by than as authorized hereunder or the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the other Loan Parties (or by the Borrower on behalf of the Loan PartiesDocuments), 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 no waiver of or consent to an Event of Default (or any event or violation that gives rise to an Event of Default), waiver of any prepayment, or any amendment of any financial covenant (or any related financial definition) shall be deemed to be a reduction of principal or interest. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or consent shall: (i) increase have any other effect on any Loan Document. Any waiver granted shall be limited to the Term Loan Commitments of specific circumstance expressly described in it, and shall not apply to any Lendersubsequent or other circumstance, reduce the principal ofwhether similar or dissimilar, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lendergive rise to, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubtevidence, any payments in respect of a mandatory prepayment owing obligation or commitment to a Lender pursuant to Section 2.01(e)(i)(E))grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, in each caseunderstandings, without representations, warranties, and negotiations between the written consent of such Lender; (ii) change parties about the percentage subject matter of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under Documents merge into the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) . Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendmentherein, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall not have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents hereunder (and any Loans held amendment, waiver or consent which by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to its terms requires the Term Loan Commitments consent of all other Lenders in or each affected Lender may be effected with the aggregate (consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender or Affiliate)Lender.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver of any provision modification of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be except, pursuant to an agreement in writing and signed by the parties hereto, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (xi) in adding or maintaining Collateral, securing additional Secured Obligations that are otherwise permitted by the case terms of an amendmentthis Agreement to be secured by the Collateral or preserving, consent perfecting or waiver to cure establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, omission, defect or inconsistency or granting a new Lien inconsistency; (iii) providing for the benefit assumption of the Agents and Secured Obligations by any successor or joinder of any new Obligor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Lenders Secured Parties or extending an existing Lien over additional property, by make any other change that does not adversely affect the Agents and legal rights under this Agreement of Collateral Trustee; or (v) to the Borrower extent the Collateral Trust Agreement does not require Collateral Trustee’s approval to such amendment or modification. It is agreed that any change to the definition of “Designated Holder” or the applicable Loan Party rights of a Designated Holder hereunder (or by and any change to this Agreement that would modify the Borrower on behalf of the other Loan Parties), (yconsent required pursuant to this sentence) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with shall require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on the Secured Obligations or otherwise on the terms and conditions of this Agreement. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. This Agreement represents the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by Transaction Documents merge into the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Transaction Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any event be effective unless the same action, inaction, delay, failure to require performance or course of conduct shall be in writing and signed (x) in the case of operate as, or evidence, an amendment, consent supplement or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of have any other effect on any Loan Document. Any waiver or consent, by granted shall be limited to the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) specific circumstance expressly described in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties)it, and then such waiver shall not apply to any subsequent or consent shall be effective only in the specific instance and for the specific purpose for which given; providedother circumstance, however, that no amendment, waiver whether similar or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofdissimilar, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lendergive rise to, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubtevidence, any payments in respect of a mandatory prepayment owing obligation or commitment to a Lender pursuant grant any further waiver. In addition to Section 2.01(e)(i)(E)), in each case, and without limiting the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a):foregoing: (i) no amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless in writing and signed by an Agentall the Lenders directly affected thereby, affect (A) reduce the rights principal of, rate of interest on or duties any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan; (B) postpone the date fixed for, or waive, any payment of such Agent principal of any Term Loan or of interest on any Term Loan (but not other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in its capacity each case with respect to this clause (D), as a Lender) otherwise may be expressly permitted under this Agreement or the other Loan Documents; Documents (iiincluding in connection with any disposition permitted hereunder); (E) any amendmentamend, waiver waive or otherwise modify this Section 12.7 or the definitions of the terms used in this Section 12.7 insofar as the definitions affect the substance of this Section 12.7; (F) consent to the assignment, delegation or other transfer by Borrower of any provision of this Agreement (including Sections 2.04 its rights and 2.07) that permits obligations under any Loan PartyDocument or release Borrower of its payment obligations under any Loan Document, any equity holder of the Borrower or any of their respective Affiliates except, in each case with respect to purchase Loans on a non-pro rata basisthis clause (F), become an Eligible Assignee pursuant to Section 13.01 and/or make offers a merger or consolidation permitted pursuant to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; this Agreement; (iiiG) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in amend any of the Collateral may be amended, waived provisions of Section 9.4 or otherwise modified with the consent amend any of the applicable Agent and definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the applicable Loan Party without the need Lenders to obtain the consent receive their Pro Rata Shares of any Lender fees, payments, setoffs or any other Person if such amendment, modification, supplement or waiver is delivered proceeds of Collateral hereunder; (H) subordinate the Liens granted in order (A) to comply with local requirements favor of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect Collateral Agent securing the Obligations; or (CI) to cause such Collateral Document to be consistent with this Agreement and amend any of the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision provisions of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)12.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in any event be effective unless the same shall be in a writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (ya) in the case of any other waiver or consentconsent other than as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and (zb) in the case of any amendment other amendmentthan as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: : (i) increase the Term Loan Commitments Commitment or the Total Term Loan Commitment Amount or increase the Pro Rata Share of any Lender’s Term Loan Commitment or Total Term Loan Commitment Amount, reduce the principal of, or interest on, the Loans Term Loan or any other Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans Term Loan payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E))Lender, in each case, without the written consent of such Lender; Lenders adversely affected thereby; (ii) change the percentage of the Term Loan Commitments Commitment, Total Term Loan Commitment Amount or of the aggregate unpaid principal amount of the Loans Term Loan that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender adversely affected Lender; thereby; (iii) amend the definition of “Requisite Required Lenders” or “Pro Rata Share” without the written consent of each Lender; Lender adversely affected thereby; (iv) release all or a substantial portion substantially all of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement Agent and the other Loan Documents)Lenders, or release any Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents)Guarantor, in each case, unless otherwise provided by this Agreement, without the written consent of each Lender adversely affected Lenderthereby; or (v) amend, modify or waive Section 2.04, Section 2.07 9.4 or this Section 13.05 12.7 of this Agreement without the written consent of each Lender. Lender adversely affected thereby or (bvi) Notwithstanding anything amend, modify, or waive any provision of this Agreement in a manner that is directly and disproportionately adverse to any Lender or directly and favorably affecting any Lender (in each case, as compared to all of the contrary in Section 13.05(a): (i) no Lenders), without the consent of each Lender affected by such amendment, waiver modification, or consent waiver. Notwithstanding the foregoing, no amendment or modification of any Loan Document shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder . Without limiting the generality of the Borrower foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of their respective Affiliates to purchase Loans on a non-pro rata basisconduct shall operate as, become or evidence, an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendmentenforceable or admissible unless, consent or waiver to cure any ambiguityapproved by Borrower Representative, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), Agent and Required Lenders, provided that an amendment implementing a Replacement Reference Rate proposed by Agent (subject to consultation with Borrower Representative) shall become effective without written amendment to this Agreement on the tenth (10th) Business Day after the draft amendment is provided by Agent to all other parties to this Agreement unless Agent has received written notice from Required Lenders objecting to such amendment prior to such date, and then such waiver provided further, that any of the following amendments or consent modifications shall be effective binding upon any Lender only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver if such amendment or consent shallmodification is duly executed by such Lender: (ia) increase any amendment that has the Term Loan Commitments effect of decreasing (or forgiving) any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any LenderLoan outstanding, accrued interest thereon, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without shall require the written consent of each affected Lender; (iiib) amend any amendment that has the definition effect of “Requisite Lenders” or “Pro Rata Share” without increasing any Commitment shall require the written consent of each affected Lender; (c) any amendment that has the effect of releasing a Loan Party from, or consent to a Loan Party’s assignment or delegation of, such Loan Party’s obligations hereunder or under any other applicable Loan Document, including any Guaranty (which shall be deemed to affect all Lenders) shall require the written consent of each affected Lender; (d) any amendment that has the effect of releasing all or substantially all Collateral or subordinating the lien granted in favor of Agent securing the Obligations shall require the written consent of each affected Lender; (e) any extension of the Payment Date for any scheduled payment of principal or interest or any extension to any scheduled maturity date, shall require the consent of each Lender holding any portion of the Loan to which such extension applies; (f) any reduction in the stated rate of interest payable hereunder shall require the consent of each Lender to whom such interest or fee is due; (g) any amendment, waiver or modification that has the effect of eliminating or reducing the voting rights of any Lender under this Section 12.8 shall require the consent of each such affected Lender; (h) any amendment or waiver of pro rata application of payments or collateral proceeds or any amendment or modification to provisions specifying the order or manner of application of payments or proceeds shall require the consent of each Lender; (ivi) release all any amendment or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything modification to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis defined term “Required Lenders” shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no or waiver, discharge or termination of any obligation under any Loan Document, or release, or subordinate Lenders’ security interest in, or consent to the transfer of, any departure by any Loan Party therefrom, shall in any event be effective unless the same Collateral shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing and signed (x) in the case of an amendmentby Agent, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBorrower; provided, however, provided that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights all Lenders directly affected thereby (or duties of such by Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable all Lenders directly affected thereby), in addition to Agent, Requisite Lenders (or by Agent and the applicable Loan Party without the need to obtain with the consent of Requisite Lenders) and Borrower, do any of the following: (i) increase or decrease the amount of, or extend the term of, any Revolving Line Commitment and or Term Loan Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan Advance or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and under the other Loan Documents, and if (iv) release or subordinate the Collateral Agent and Lien on all or substantially all of the Borrower Collateral, or consent to a transfer of all or -32- substantially all of the Intellectual Property (which shall have jointly identified an ambiguity, inconsistency, omission, mistake or defectbe deemed to affect all Lenders), in each case, except as otherwise may be provided in any Loan Document, (v) release Borrower from, or consent to a Borrower’s assignment or delegation of, Borrower’s obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 8.3, or (vii) amend or modify the definition of “Requisite Lenders” or any provision providing for the consent or other action by all Lenders. No amendment or modification shall, unless in writing and signed by all Lenders holding a Revolving Line Commitment, amend or modify the definitions of “Borrowing Base” and “Availability Amount”, amend, modify or waive the conditions precedent set forth in Section 3.2 and/or Section 3.3 applicable to the Revolving Line, or amend modify or waive any other provision having the effect of increasing the Availability Amount. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. In the event any provision of any other Loan Document (other than a Collateral Document)is inconsistent with the provisions of this Agreement, then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent provisions of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)exclusively control.

Amendments in Writing; Waiver; Integration. (a) No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, made in accordance with this Section 12.5. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to or evidence, any obligation or commitment to grant any further waiver. (b) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be is in writing and signed (x) in by Agent, the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenLoan Parties; provided, however, provided that no such amendment, modification, termination, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shallmay, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder all of the Borrower Lenders directly affected thereby (or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require by Agent with the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any all of the Collateral may Lenders directly affected thereby): (i) increase or decrease the amount of any Commitment of any Lender (which shall be amended, waived or otherwise modified with the consent deemed to affect all of the applicable Agent Lenders) or subject any Lender to any additional obligation (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.2 or of any Event of Default is not considered an increase in the applicable Loan Party without the need to obtain the consent Commitment of any Lender or any other Person if such amendment, modification, supplement Lender’s obligation to fund); (ii) reduce the principal of or waiver is delivered in order (A) to comply with local requirements rate of applicable Law (including foreign law interest on any Credit Extension or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and reduce the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision amount of any fees payable under any Loan Document (other than a Collateral Document), then provided, however, that only the Collateral Agent and consent of the Borrower shall be permitted Required Lenders is necessary to amend such provisionthe definition of “Default Rate” or to reduce the Default Rate; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if (iii) postpone the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person date fixed for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).or

Amendments in Writing; Waiver; Integration. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected LenderL▇▇▇▇▇; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).

Amendments in Writing; Waiver; Integration. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “"Requisite Lenders” " or “"Pro Rata Share” " without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in any event be effective unless the same shall be in a writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (ya) in the case of any other waiver or consentconsent other than as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and or (zb) in the case of any amendment other amendmentthan as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: : (i) increase the Term Loan Commitments Commitment or the Term Loan Commitment Amount or increase the Pro Rata Share of any Lender’s Term Loan Commitment or Term Loan Commitment Amount, reduce the principal of, or interest on, the Loans Term Loan or any other Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans Term Loan payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E))Lender, in each case, without the written consent of such Lender; Lenders adversely affected thereby (it being understood that (A) no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or the implementation of the Default Rate, shall be within the scope of this clause (i), and such actions shall only require the consent of the Required Lenders (or in the case of a waiver of mandatory prepayment in connection with a Change of Control, solely the Agent without requirement for consent by any Lender or other Secured Party) and (B) any waiver of any amortization payment referred to in Section 2.2(b)(iii) shall only require the consent of the Required Lenders)); (ii) change the percentage of the Term Loan Commitments Commitment, Term Loan Commitment Amount or of the aggregate unpaid principal amount of the Loans Term Loan that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender adversely affected Lender; thereby; (iii) amend the definition of “Requisite Required Lenders” or “Pro Rata Share” without the written consent of each Lender; Lender adversely affected thereby; (iv) release all or a substantial portion substantially all of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of Agent and the Secured Parties Lenders (except as pursuant to a transaction otherwise expressly provided in this Agreement and the other Loan Documentspermitted hereunder), or release any Borrower or any Guarantor (except in connection with a Transfer permitted under substantially all of the Loan Documents)guarantees provided by the Guarantors, in each case, unless otherwise provided by this Agreement, without the written consent of each Lender adversely affected Lenderthereby; or (v) amend, modify or waive Section 2.04, Section 2.07 9.4 or this Section 13.05 12.7 of this Agreement without the written consent of each Lender. Lender adversely affected thereby or (bvi) Notwithstanding anything amend, modify, or waive any provision of this Agreement in a manner that is directly and disproportionately adverse to any Lender or directly and favorably affecting any Lender (in each case, as compared to all of the contrary in Section 13.05(a): (i) no Lenders), without the consent of each Lender affected by such amendment, waiver modification, or waiver. Notwithstanding the foregoing, the Borrower and the Agent, without requiring the consent of any other Person, shall be permitted to amend or waive the provisions hereof to address any issues of a technical nature or to cure any ambiguity or clear error. Notwithstanding the foregoing, no amendment or modification of any Loan Document shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder . Without limiting the generality of the Borrower foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of their respective Affiliates to purchase Loans on a non-pro rata basisconduct shall operate as, become or evidence, an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision of this Agreement or any other Loan Document, and no consent to or waiver, discharge or termination of any departure by obligation under any Loan Party therefromDocument, shall be enforceable or admissible unless, and only to the extent, expressly set forth in any event be effective unless the same shall be in a writing and signed (xwith a copy provided to Agent contemporaneously therewith) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (ya) in the case of any other waiver or consentconsent other than as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and or (zb) in the case of any amendment other amendmentthan as contemplated by Section 12.6, by the Requisite Required Lenders (or by the Agent with the consent of the Requisite Required Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shall: : (i) increase the any Term Loan Commitments Commitment, the Tranche A Term Loan Commitment Amount or the Tranche B Term Loan Commitment Amount or increase the Pro Rata Share of any Lender’s Term Loan Commitment, Tranche A Term Loan Commitment Amount or Tranche B Term Loan Commitment Amount, reduce the principal of, or interest on, the Loans any Term Loan or any other Obligations payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans any Term Loan payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E))Lender, in each case, without the written consent of such Lender; Lenders adversely affected thereby (it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or the implementation of the Default Rate, shall be within the scope of this clause (i), and such actions shall only require the consent of the Required Lenders (or in the case of a waiver of mandatory prepayment in connection with a Change of Control, solely Agent without requirement for consent by any Lender or other Secured Party)); (ii) change the percentage of the any Term Loan Commitments Commitment, Tranche A Term Loan Commitment Amount or Tranche B Term Loan Commitment Amount or of the aggregate unpaid principal amount of the Loans any Term Loan that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender adversely affected Lender; thereby; (iii) amend the definition of “Requisite Required Lenders” or “Pro Rata Share” without the written consent of each Lender; Lender adversely affected thereby; (iv) release all or a substantial portion substantially all of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of Agent and the Secured Parties Lenders (except as pursuant to a transaction otherwise expressly provided in this Agreement and the other Loan Documentspermitted hereunder), or release the Borrower or any Guarantor (except in connection with a Transfer permitted under substantially all of the Loan Documents)guarantees provided by the Guarantors, in each case, unless otherwise provided by this Agreement, without the written consent of each Lender adversely affected Lenderthereby; or (v) amend, modify or waive Section 2.04, Section 2.07 9.4 or this Section 13.05 12.7 of this Agreement without the written consent of each Lender. Lender adversely affected thereby or (bvi) amend, modify, or waive any provision of this Agreement in a manner that is directly and disproportionately adverse to any Lender or directly and favorably affecting any Lender (in each case, as compared to all of the Lenders), without the consent of each Lender affected by such amendment, modification, or waiver. Notwithstanding anything the foregoing, the Borrower and Agent, without requiring the consent of any other Person, shall be permitted to amend or waive the contrary in Section 13.05(a): provisions hereof to address any issues of a technical nature or to cure any ambiguity or clear error. Notwithstanding the foregoing, (ia) no amendment, waiver amendment or consent modification of any Loan Document shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a LenderLender (if applicable)) under this Agreement or the other Loan Documents; Documents and (iib) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral Agent Fee Letter may be amended, modified or waived or otherwise modified with solely by the consent parties thereto. Without limiting the generality of the applicable Agent and the applicable Loan Party without the need foregoing, no oral promise or statement, nor any action, inaction, delay, failure to obtain the consent require performance or course of any Lender conduct shall operate as, or any other Person if such evidence, an amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.

Amendments in Writing; Waiver; Integration. (a) No amendment amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, and no approval or consent thereunder, or any consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendmentby Borrower, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents Collateral Agent and the Required Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent of the Requisite Lenders) and the Loan Parties (or by the Borrower on behalf of the Loan Parties), 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 no amendment, waiver or consent shallprovided that: (i) increase no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitments Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of any LenderCollateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or interest on, the Loans payable any fees with respect to any LenderTerm Loan or forgive any principal, reduce interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the amount of any fee payable for the account of any Lenderdate fixed for, or postpone or extend any scheduled date fixed for waive, any payment of principal of, of any Term Loan or of interest on any Term Loan (other than default interest) or any fees on, the Loans payable to provided for hereunder (other than late charges or for any Lender termination of any commitment); (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (iiC) change the definition of the term “Required Lenders” or the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is Lenders which shall be required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; hereunder; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (ivD) release all or a substantial substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower any Guarantor of all or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent portion of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate).the

Amendments in Writing; Waiver; Integration. (a) No purported amendment or waiver modification of any provision Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and in case of this Agreement, pursuant to an agreement in writing entered into by Borrowers, Administrative Agent, the Required Lenders and Collateral Trustee, provided that Collateral Trustee’s approval shall not be required for any amendment or supplement that has the effect solely of (i) adding or maintaining Collateral, securing additional Obligations that are otherwise permitted by the terms of this Agreement to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of Collateral Trustee therein; (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the assumption of a Borrower’s or Guarantor’s Obligations under any Loan Document in the case of a merger or consolidation or sale of all or substantially all of the assets of a Borrower or Guarantor, as applicable; (iv) making any change that would provide any additional rights or benefits to the Administrative Agent, any Lender or Collateral Trustee or that does not adversely affect the legal rights under this Agreement or any other Loan Document, Document of Collateral Trustee; or (v) to the extent the Collateral Trust Agreement provides that Collateral Trustee’s approval is not required. It is agreed that any change to the definition of “Designated Holder” (and no any change to this Agreement that would modify the consent required pursuant to any departure by any Loan Party therefrom, this sentence) shall in any event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing Lien over additional property, by the Agents and the Borrower or the applicable Loan Party (or by the Borrower on behalf of the other Loan Parties), (y) in the case of any other waiver or consent, by the Requisite Lenders (or by the Agent with require the consent of the Requisite Lenders) and (z) in Collateral Trustee. Without limiting the case of any other amendment, by the Requisite Lenders (or by the Agent with the consent generality of the Requisite Lenders) and the Loan Parties (foregoing, no oral promise or by the Borrower on behalf statement, nor any action, inaction, delay, failure to require performance or course of the Loan Parties), and then such waiver or consent conduct shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall: (i) increase the Term Loan Commitments of any Lender, reduce the principal ofoperate as, or interest onevidence, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender (including for the avoidance of doubt, any payments in respect of a mandatory prepayment owing to a Lender pursuant to Section 2.01(e)(i)(E)), in each case, without the written consent of such Lender; (ii) change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each affected Lender; (iii) amend the definition of “Requisite Lenders” or “Pro Rata Share” without the written consent of each Lender; (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties (except as otherwise expressly provided in this Agreement and the other Loan Documents), or release Borrower or any Guarantor (except in connection with a Transfer permitted under the Loan Documents), in each case, without the written consent of each affected Lender; or (v) amend, modify or waive Section 2.04, Section 2.07 or this Section 13.05 of this Agreement without the written consent of each Lender. (b) Notwithstanding anything to the contrary in Section 13.05(a): (i) no an amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents; (ii) any amendment, waiver or consent to any provision of this Agreement (including Sections 2.04 and 2.07) that permits any Loan Party, any equity holder of the Borrower or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an Eligible Assignee pursuant to Section 13.01 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of each Lender; (iii) any Control Agreement, Guaranty, Mortgage, Collateral Document, the Intercreditor and Subordination Agreements, collateral access agreement, landlord waiver or other agreement or document purporting to create or perfect a security interest in any of the Collateral may be amended, waived or otherwise modified with the consent of the applicable Agent and the applicable Loan Party without the need to obtain the consent of any Lender or any other Person if such amendment, modification, supplement or waiver is delivered or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in order (A) to comply with local requirements of applicable Law (including foreign law or regulatory requirements) or advice of local counsel, (B) to cure any ambiguity, inconsistency, omission, mistake or defect or (C) to cause such Collateral Document to be consistent with this Agreement and the other Loan Documentsit, and if the Collateral Agent and the Borrower shall have jointly identified an ambiguitynot apply to any subsequent or other circumstance, inconsistencywhether similar or dissimilar, omissionor give rise to, mistake or defectevidence, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Collateral Agent and the Borrower shall be permitted obligation or commitment to amend such provision; any amendment, waiver or modification pursuant to this paragraph shall become effective without grant any further action waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or consent agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders within five (5) Business Days following receipt of notice thereof; and (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Section 2.07; (v) the Administrative Agent and the Borrower may enter into an amendment to this Agreement pursuant to Section 2.05 to reflect an alternate service or index rate and such other related changes to this Agreement as may be applicable; and (vi) no Defaulting Lender or Affiliate thereof that is a Lender shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to merge into the Term Loan Commitments of all other Lenders in the aggregate (other than such Defaulting Lender or Affiliate)Documents.