INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

Waivers. Maker and each surety, endorser, guarantor, and other party ever liable for payment of any sums of money payable upon this Note, jointly and severally waive presentment, demand, protest, notice of protest and non-payment or other notice of default, notice of acceleration, and intention to accelerate, or other notice of any kind, and agree that their liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of this Note, and hereby consent to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.

Organization, Etc. [[Organization C:Organization]] is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. [[Organization C:Organization]] # has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect; # is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; and # has full power and authority to execute, deliver and perform its obligations under the Program Documents.

Modifications, Etc. Any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Obligations, or this Agreement or any instrument executed in connection therewith, or any contract or understanding between the Borrower, the other Loan Parties and any of [[Organization B:Organization]], or any other Person, pertaining to the Obligations, or the waiver or consent by the Administrative Agent or [[Organization B:Organization]] with respect to any of the provisions hereof or thereof, or any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors against any Guarantor or the Borrower or any other Loan Party are subordinated to the claims of [[Organization B:Organization]] or pursuant to which the Obligations are subordinated to claims of other creditors;

Amendments, Etc.. Any amendment or waiver of any provision of this Agreement or any other Loan Document, and any consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective if the same shall be in writing and signed by the Majority [[Organization B:Organization]], the Borrower and the Administrative Agent; provided that such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided;, further, that # any provision of this Agreement or any other Loan Document may be amended by an agreement in writing signed by the Administrative Agent and the Borrower to cure any ambiguity, omission, defect or inconsistency so long as, in each case, # such amendment does not adversely affect the rights of any Lender or # [[Organization B:Organization]] shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to [[Organization B:Organization]], a written notice from the Majority [[Organization B:Organization]] stating that the Majority [[Organization B:Organization]] object to such amendment, and # no amendment, waiver or consent shall:

Authority, Etc. Each of the Loan Parties has the requisite organizational power and authority to execute, deliver and perform this Amendment. The execution, delivery and performance by each Loan Party of this Amendment # have been duly authorized by all necessary organizational action on the part of such Loan Party, # do not and will not # contravene the terms of such Loan Party’s Organizational Documents, # violate any Legal Requirement or # conflict with or result in any breach or contravention of, or the creation of any Lien (other than any Lien created under the Loan Documents and Liens created under the ABL Documents) under, # the provisions of any indenture, instrument or agreement to which such Loan Party is a party or by which it or its property is bound or # any order injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, except, in the case of clauses (ii)(B) and (ii)(C) above, to the extent any of the foregoing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No authorization, approval, consent, exemption or other action by, or notice to or filing with, any Governmental Authority is necessary or required on the part of any Loan Party in connection with the execution, delivery and performance by any Loan Party of this Amendment, except # as such have been obtained or made and are in full force and effect, and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required in the ordinary course of business from time to time or that may be required to comply with the express requirements of the Loan Documents.

Mergers, Etc. The [[Organization A:Organization]] will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the [[Organization A:Organization]] and its Subsidiaries (taken as a whole) to any Person, except that the [[Organization A:Organization]] may merge or consolidate with or into any other Person so long as # immediately after giving effect to such transaction, no Default or Event of Default would exist and (ii)(x) the [[Organization A:Organization]] is the surviving corporation or # the surviving Person # is a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, # has long-term senior unsecured, unguaranteed debt securities rated no lower than the lower of # Ba1 by Moody’s or BBB by Standard & Poor’s or # the rating assigned by Moody’s and Standard & Poor’s to the Rated Securities immediately prior to such transaction, # expressly assumes all of the [[Organization A:Organization]]’s obligations under this Agreement and # provides such information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as is reasonably requested in writing by the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in [Section 3.01] hereof as the Administrative Agent (in consultation with the Lenders) may reasonably request.

Amendment, Etc. Amend, modify or change in any manner any term or condition of any Material Indebtedness or Material Indebtedness to the extent such amendment, modification or change would be adverse to the Administrative Agent or any Lender.

Casualty, Etc. Neither the business nor the properties of any Loan Party or any Restricted Subsidiary are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

Perfection, Etc. Except as permitted under the Collateral Documents, all filings and other actions necessary to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral (subject to Liens permitted under the Loan Documents), securing the payment of the Obligations, and all filings and other actions necessary to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.