Amendments. None of this Agreement or any provision hereof or any provision of the other Loan Documents may be waived, amended or modified except # as provided in Section 2.18, 2.19 or 2.21 or # pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that, without the consent of each Lender directly and adversely affected thereby, no such agreement shall do any of the following (it being understood and agreed that this proviso shall not apply to # a waiver, extension, postponement or reduction of any default interest, # a waiver or extension of Defaults or Events of Default (other than pursuant to [Section 7.01(a) or (b)]), # a waiver, extension, postponement or reduction of any mandatory prepayment (or modification of any defined term relating thereto) or # an amendment, waiver or other modification to any financial covenant hereunder (or any defined term used therein) or [Section 5.02(a), (b) or (c)])] even if the effect of such amendment, waiver or other modification would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder):

Subject to [Section 2.13(e)] and [Section 9.02(c)] below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except # in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required ​, and # in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Parties party thereto, with the consent of the Required ​; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, # reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the

None of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, however, that no such amendment, waiver or consent shall: # extend or increase the Commitment of any [[Organization C:Organization]] or any Issuing Bank (including, without limitation, amending the definition of “Applicable Percentage”) without the written consent of such [[Organization C:Organization]] or such Issuing Bank, as applicable, # reduce the principal amount of any Loan or Letter of Credit or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each [[Organization C:Organization]] directly affected thereby and, in the case of any Letter of Credit, the applicable Issuing bank, # postpone the scheduled date of payment of the principal amount of any Loan or Letter of Credit, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each [[Organization C:Organization]] directly affected thereby and, if applicable, the applicable Issuing Bank; provided, however, that notwithstanding [clause (ii) or (iii) of this Section 9.02(b)], only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in [Section 2.10(f), (iv)])] change [Section 7.02] or [Section 2.15(b)], [Section 2.15(c)] or any other Section hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each [[Organization C:Organization]], # release all or substantially all of the value of the Guaranties provided by the Guarantors, without the written consent of each [[Organization C:Organization]], except to the extent the release of any Guarantor is permitted pursuant to Article 8 or [Section 9.17] (in which case such release may be made by the Administrative Agent acting alone), # change any of the provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each [[Organization C:Organization]] or # waive any condition set forth in [Section 4.01] (other than as it relates to the payment of fees and expenses of counsel), or, in the case of any Loans made on the Effective Date, [Section 4.02], without the written consent of each [[Organization C:Organization]] and each Issuing Bank. Notwithstanding anything to the contrary herein, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the case may be (it being understood that any change to Sections 2.17 and 2.199] shall require the consent of the Administrative Agent and the Issuing Banks).

Except as set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document, nor any provision hereof or thereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders, and acknowledged by the Agents; provided, that, no such agreement shall: # extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01) without the written consent of such Lender; # reduce the principal amount of any Loan, Bankers’ Acceptance or L/C Obligation or reduce the rate of interest thereon, or, subject to [Section 11.01(b)(iii)], reduce any fees payable hereunder, without the written consent of each Lender affected thereby; provided, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; # postpone the date of any scheduled payment of the principal amount of any Loan or L/C Obligation, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby; # change Section 2.13, change Section 8.03, or change any other provision of any Loan Document in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender; # release any Borrower from its obligations hereunder, or release [[Released U.K. Borrowers:Organization]] from its obligations Article X, in each case, without the written consent of each Lender; # change any of the provisions of this [Section 11.01(a)] or the definition of “Required Lenders”, “Required Domestic Lenders”, “Required Canadian Lenders”, “Required U.K. Lenders”, “Required PR Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or # subordinate the Obligations hereunder to any other Indebtedness or other obligation (other than any subordination already contemplated by or provided for in this Agreement), without the written consent of each Lender directly affected thereby.

Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall # decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to [Section 2.12(d)]), or amend or modify [Section 8.16], without the prior written consent of each Lender directly adversely affected thereby, # increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender or # amend or modify the provisions of [Section 8.4(h)] or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent hereunder without the prior written consent of such Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agents and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agents and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.

Except as provided in [Section 2.20] with respect to an Incremental Term Loan Amendment or as provided in [Section 2.14(b)], neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except # in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and # in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent, as applicable, and consented to by the Required Lenders; provided, however, that no such agreement shall:

Except as provided in paragraph # of this Section, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall # increase any Commitment of any Lender, or change the currency in which Loans are available thereunder, without the written consent of such Lender, # reduce the principal amount of any Loan or LC Disbursement, reduce the rate of interest thereon or reduce any fees payable hereunder (in each case, other than as a result of any change in the definition, or in any components thereof, of the term “Leverage Ratio”), without the written consent of each Lender affected thereby, # postpone the date of any scheduled payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment (in each case, other than as a result of any change in the definition, or in any components thereof, of the term “Leverage Ratio”), or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, # change [Section 2.18(b) or 2.18(c)])] in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender affected thereby, # change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or “Majority in Interest” or any other provision of any Loan Document specifying the

SECTION # Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required ​ and each Loan Party party to the relevant Loan Document may, or (with the written consent of the Required ​) the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, # enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of ​ or of the Loan Parties hereunder or thereunder or # waive, on such terms and conditions as the Required ​, or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall # forgive all or any portion of the principal amount or any accrued but unpaid interest, or extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest, fee or letter of credit commission payable hereunder or extend the scheduled date of any payment thereof, permit the duration of any Interest Period to be beyond six months, or increase the amount or extend the expiration date of any Revolving Credit Lender’s Commitment in each case without the written consent of each Lender directly affected thereby (it being understood that the waiver of interest accruing at the Default Rate shall not be subject to this clause (i); # eliminate or reduce the voting rights of any Lender under this Section 10.1, reduce any percentage specified in the definition of Required ​, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantor from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all ​; # reduce the percentage specified in the definition of Majority Facility ​ without the written consent of all ​ under each affected Facility; # amend, modify or waive any provision of Section 2.18 without the written consent of the each Lender in respect of each Facility directly affected thereby; # [reserved]; # amend, modify or waive any provision of Article IX without the written consent of the Administrative Agent; or # amend, modify or waive any provision of Article III without the written consent of the Issuing ​. Any such waiver and any such amendment, supplement or modification shall apply equally to each of ​ and shall be binding upon the Loan Parties, ​, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, ​ and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Except as provided in Section 2.20 or as provided in Section 2.14(b) and Section 2.14(c), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required [[Organization A:Organization]] or by the Borrowers and [[Administrative Agent:Organization]] with the consent of the Required [[Organization A:Organization]]; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender, # reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby (except that neither # any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) or # any amendment entered into pursuant to the terms of Section 2.14(c) shall constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), # postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, # change [Section 2.09(c)] or [Section 2.18(b) or (d)])] in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender, # change the payment waterfall provisions of Section 2.22(b) or [Section 7.5] of the Guarantee and Collateral Agreement without the consent of each Lender, # change any of the provisions of this Section or the definition of “Required [[Organization A:Organization]]” or the percentage with respect to any Class of [[Organization A:Organization]] in the definition of the term “Majority in Interest” or any other provision hereof specifying the number or percentage of [[Organization A:Organization]] required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, # release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case, without the written consent of each Lender, or # except as provided in clause (d) of this Section or in any Security Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of [[Administrative Agent:Organization]], any Issuing Bank or the Swingline Lender hereunder without the prior written consent of [[Administrative Agent:Organization]], such Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.22 shall require the consent of [[Administrative Agent:Organization]], the Issuing Banks and the Swingline Lender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.

10.1Amendments and Waivers. (a) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1 or as otherwise expressly provided herein. The Required Lenders and the Company (on its own behalf and as agent on behalf of any other Loan Party party to the relevant Loan Document) may, or, with the written consent of the Required Lenders, the Administrative Agent and the Company (on its own behalf and as agent on behalf of any other Loan Party party to the relevant Loan Document) may, from time to time, # enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or # waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall: