Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall (a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend or waive compliance with any covenant hereunder (or any defined term used therein) even if the effect of such amendment or waiver would be to reduce the rate of interest thereon, extend the expiry date of on any Letter of Credit beyond the Letter of Credit Expiration Date, Loan or extend the time of payment of L/C Borrowing or to reduce any fees hereunder (other than fees fee payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)hereunder; (bd) unless agreed to by all change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, Administrative Agent and the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of Swing Line Lender under this Agreement or any other Loan Document requiring pro rata treatment of any LendersDocument; (iii) the Fee Letters may be amended, or this Section 8.01 rights or Section 2.19(b); and (c) unless agreed to privileges thereunder waived, in a writing executed only by the Issuing Banksparties thereto; and (iv) the Administrative Agent may, with the Swingline Lenderwritten consent of the Borrower, if anyamend, modify or the Agent in addition supplement this Agreement to cure any obvious error or omission. Notwithstanding anything to the Lenders required as provided hereinabove contrary herein, no Defaulting Lender shall have any right to take such action, affect the respective rights approve or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under disapprove any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. Document; (div) Notwithstanding Section 10.07(h) may not be amended, waived or otherwise modified without the foregoing, this Agreement may be amended (consent of each Granting Lender all or amended and restated) pursuant to any part of whose Loans are being funded by an increase in SPC at the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by time of such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, modification; and (iiv) the Borrower shall pay to such Non-Consenting Lender Fee Letters may be amended, or rights or privileges thereunder waived, in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender a writing executed only by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderparties thereto.

Amendments, Etc. Except as provided Neither this Agreement, any other Loan Paper, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 2.21 with respect 10.14. The Majority Lenders and each Loan Party to the extension relevant Loan Paper may, or, with the written consent of the then-existing Termination DateMajority Lenders, no amendment the Administrative Agent and each Loan Party party to the relevant Loan Paper may, from time to time, (a) enter into written amendments, supplements or waiver modifications hereto and to the other Loan Papers for the purpose of adding any provision provisions to this Agreement or the other Loan Papers or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Majority Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or any the other Loan Document, nor consent to Papers or any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing Default or Event of Default and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenits consequences; provided, however, that no such waiver and no such amendment, waiver supplement or consent shall (a) unless agreed to by each Lender directly affected thereby, modification shall (i) forgive or reduce or forgive the principal amount or extend the final scheduled date of maturity of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of CreditLoan, reduce the stated rate of or forgive any interest thereon or margin payable hereunder (provided that only except in connection with the consent waiver of the Required Lenders shall be required to waive the applicability of any post-default increase in interest ratesrates (which waiver shall be effective with the consent of the Majority Lenders), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry scheduled date of any Letter of Credit beyond payment thereof, increase the Letter of Credit Expiration Date, amount or extend the time of payment expiration date of any fees hereunder (other than fees payable to the AgentLender’s Commitment or amend, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change modify or waive any provision of Section 2.152.13 or 2.14, in each case without the written consent of each Lender and Voting Participant directly affected thereby; (ii) eliminate or reduce the voting rights of any other provision Lender or Voting Participant under this Section 10.14 without the written consent of such Lender or Voting Participant; (iii) reduce any percentage specified in the definition of Majority Lenders or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of and the other Loan Documents. Papers or release all or substantially all of the Guarantors from their obligations under the Guarantee Agreement, in each case without the written consent of all Lenders and Voting Participants; or (div) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Companies, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Papers, 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. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant with the written consent of the Majority Lenders, the Administrative Agent and the Borrower (a) to an increase add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the Revolving Credit Commitment pursuant benefits of this Agreement and the other Loan Papers with the aggregate principal amount of the Loans then outstanding and the accrued interest and fees in respect thereof and (b) to Section 2.18 include appropriately the Lenders holding such credit facilities in any determination of the Majority Lenders. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) by the Administrative Agent, with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtainedBorrower, but and without the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred Lender, in order to herein as a “Non-Consenting Lender”)correct, then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreementamend or cure any ambiguity, provided that, concurrently with such replacement, (i) another bank inconsistency or defect or correct any typographical error or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lendermanifest error.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Loan Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower and acknowledged by the Administrative Agent, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.1 or 5.1 without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to the terms of this Loan Agreement) without the written consent of such Lender; (c) postpone any date fixed by this Loan Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of to pay interest at the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 3.8 or Section 9.3 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any of the other Loan Documents requiring, by its terms, the consent rights hereunder or approval of all the Lenders for such amendment, modification, waiver, discharge make any determination or termination thereof or grant any consent hereunder without the written consent of each Lender; or (g) release the Borrower from its obligations, or consent to any departure the assignment or transfer by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, of its rights and obligations under (or this Section 8.01 or Section 2.19(b)in respect of) the Loan Documents without the written consent of each Lender; and (c) , provided, further, that no amendment, waiver or consent shall, unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Loan Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Document. Notwithstanding anything to the foregoingcontrary herein, this Agreement may be amended (no Defaulting Lender shall have any right to approve or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with disapprove any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderhereunder.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Credit Document, nor consent to any departure by the Borrower or the Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersBorrower and the Majority Banks and acknowledged by Administrative Agent, 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 shall do any of the following: (a) unless agreed extend or increase any Commitment of any Bank or subject any Bank to by each Lender directly affected therebyany additional obligations without the consent of such Bank, (ib) reduce or forgive the principal amount of, or interest on, any Advances of any Advance Bank or any fees or other amounts payable to any Bank hereunder without the Borrower’s obligations to reimburse any drawing on a Letter consent of Creditsuch Bank, reduce the rate of or forgive any interest thereon (provided provided, however, that only the consent of the Required Lenders Majority Banks shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse pay interest at the Default Rate or (ii) to amend any drawing financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Letter Advance or Borrowing or to reduce any fee payable hereunder, (c) postpone any date fixed for any payment of Credit principal of, or interest on, any Advances or any interest thereon, extend fees or other amounts payable hereunder without the expiry date consent of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenderseach affected Bank, (id) reduce change the percentage definition of the aggregate Revolving Credit Commitments “Majority Banks” or of the aggregate unpaid principal amount of the Advances, or any other provision hereof specifying the number or percentage of LendersBanks required to amend, that shall be required for the Lenders waive or otherwise modify any of them to take or approve, or direct the Agent to take, any action rights hereunder or under make any other Loan Document (including as set forth in determination or grant any consent hereunder, without the definition consent of “Required Lenders”)each Bank, (iie) release the Borrower or ▇▇▇▇▇▇▇ Restaurant or otherwise change any other provision of this Agreement or any obligation of the other Loan Documents requiring, by its terms, the consent Borrower or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or ▇▇▇▇▇▇▇ Restaurant to pay any consent to any departure amount payable by the Borrower therefromor ▇▇▇▇▇▇▇ Restaurant hereunder without the consent of each Bank, or (iiif) change release all or waive any provision substantially all of Section 2.15, any other provision the Guarantors or release all or substantially all of this Agreement or any other Loan Document requiring pro rata treatment the Collateral without the consent of any Lenderseach Bank, or (g) amend this Section 8.01 10.01 without the consent of each Bank; provided, further, that no amendment, waiver or Section 2.19(b); and (c) consent shall, unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders Banks required as provided hereinabove above to take such action, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under any Credit Document; provided, further that, each of the Bank of America Fee Letter, the Swingline LenderJPMCB Fee Letter, if anythe ▇▇▇▇▇ Fargo Fee Letter and the Upfront Fee Letter may be amended, or the Agent, as applicable, hereunder rights and privileges thereunder waived or under any modified in a writing executed only by all of the other Loan Documents. (d) Notwithstanding the foregoingrespective parties thereto; and provided, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Iffurther, in connection with any proposed that no amendment, waiver or consent shall, unless in writing and signed by the applicable Guarantor in addition to any other party required above to take such action, affect the rights or duties of such Guarantor under any Credit Document. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) no Commitment of any Defaulting Bank may be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of “all Banks or each Lender” or “each Lender directly affected thereby,” Banks that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderDefaulting Bank.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Credit Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest (other than default interest), fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that for the avoidance of doubt, mandatory prepayments pursuant to Section 2.03 may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document relating to the Loans, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest then applicable) or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse pay interest at the Default Rate; (d) (i) change Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or the order of the application of payments thereunder, in each case, without the written consent of each Lender directly affected thereby or (ii) change the order of application of any drawing on any Letter of Credit reduction in the Commitments or any interest thereon, extend the expiry date prepayment of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent Loans set forth in the applicable provisions of Section 3.02 or 2.03, in any manner that materially and adversely affects a Lender without the written consent of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Lenders; (be) unless agreed to by all change any provision of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) below) without the written consent of each Lender; (i) release all or substantially all of the Collateral in any transaction or series of related transactions, (ii) change release all or substantially all of the Guarantors party to the Guarantees or release the Borrower, (iii) subordinate the Obligations hereunder to any other provision Indebtedness or (iv) except as provided by operation of this Agreement applicable Law, subordinate the Liens on all or any substantially all of the Collateral granted in favor of the Administrative Agent for itself and the other Loan Secured Parties under the Security Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by other Lien, in each case, without the Borrower therefromwritten consent of each Lender; (i) increase the advance rates set forth in or otherwise amend the definition of “Borrowing Base” (including component definitions therein) without the written consent of each Lender, (ii) amend the definition of “Reserves” (including component definition thereof) without the written consent of each Lender, (iii) make less restrictive the eligibility criteria contained in the definitions of “Eligible Domestic Accounts”, “Eligible Domestic Investment Grade Accounts”, “Eligible Domestic Non-Investment Grade Accounts”, “Eligible Unbilled Domestic Accounts”, “Eligible Unbilled Foreign Accounts”, “Eligible Foreign Accounts” or “Protective Advance” without the written consent of each Lender, or (iiiiv) change amend Section 2.15 without the consent of each Lender in each case, in a manner which would result in a greater amount of credit being made available to the Borrower (it being understood and agreed that nothing in this clause (g) shall limit, restrict or waive impair the rights of the Administrative Agent to impose or establish any provision and all Reserves, and thereafter to reduce or eliminate such Reserves or to determine the eligibility of Section 2.15Collateral for inclusion in the calculation of the Borrowing Base); or (h) without the prior written consent of each Lender, impose any other provision of this Agreement or any other Loan Document requiring pro rata treatment materially greater restriction on the ability of any LendersLender to assign any of its rights or obligations hereunder; provided further, however, that (i) no amendment, waiver or this Section 8.01 or Section 2.19(b); and (c) consent shall, unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (ii) Section 10.06(g) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; (iii) Section 2.07(b) may be amended, or rights or privileges thereunder waived, in a writing executed only by the Borrower and the Administrative Agent; (iv) typographical or scrivener’s errors may be corrected solely with the consent of the Borrower or any other applicable Credit Party and the Administrative Agent, as applicable, hereunder or under any of the other Loan Documents. and (dv) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed no amendment, waiver or consent requiring which has the effect of enabling the Borrower to satisfy any condition to a Borrowing contained in Section 4.02 hereof which, but for such amendment, waiver or consent of “each Lender” or “each Lender directly affected thereby,” would not be satisfied, shall be effective to require the consent of Lenders to make any additional Revolving Credit Loans, unless and until the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amountor, if anyapplicable, equal to the payment which would all Lenders) shall have been due to approved such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderamendment, waiver or consent.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersMajority Lenders and the Borrower and delivered to the Administrative Agent, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive extend the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate expiration date of or forgive any interest thereon (provided that only increase the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.2) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Lender; (b) unless agreed to postpone any date fixed by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of them to take principal, interest or approve, or direct the Agent to take, any action fees payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or, subject to clause (v) of the second proviso to this Section 10.1, any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (d) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; or (e) change any provision of this Section 10.1 or the percentage in the definition of “Required Majority Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any of the other Loan Documents requiring, by its terms, the consent rights hereunder or approval of all the Lenders for such amendment, modification, waiver, discharge make any determination or termination thereof or grant any consent to any departure by hereunder, without the Borrower therefromwritten consent of each Lender; (f) amend, or (iii) change modify or waive any provision of Section 2.152.3 or 2.4 without the written consent of the Swing Line Lender; (g) amend, modify or waive any other provision of Section 3 without the consent of the Issuing Lender; (h) amend, modify or waive the provisions of the definition of Interest Period regarding nine or twelve month Interest Periods for Eurodollar Loans without the consent of each relevant Lender; or (i) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, modify the rights or duties of the Issuing Lender under this Agreement or any other Loan Document requiring pro rata treatment Application relating to any Letter of any LendersCredit issued or to be issued by it; (ii) no amendment, waiver or this Section 8.01 or Section 2.19(b); and (c) consent shall, unless agreed to in writing and signed by the Issuing BanksSwing Line Lender in addition to the Lenders required above, modify the Swingline Lenderrights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, if anywaiver or consent shall, or unless in writing and signed by the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect modify the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; and (iv) Section 10.7(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Swingline LenderLenders, if anythe Administrative Agent and all future holders of the Loans. In the case of any waiver, or the AgentBorrower, as applicable, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder or and under any of the other Loan Documents. (d) Notwithstanding , 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. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the foregoingparties required to sign pursuant to the foregoing provisions of this Section 10.1; provided, that delivery of an executed signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof. For the avoidance of doubt, this Agreement may be amended (or amended and restated) pursuant to an increase in with the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the written consent of the Required Lenders is obtainedMajority Lenders, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Administrative Agent and the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, each relevant Loan Document (ix) another bank to add one or other entity which is reasonably satisfactory more additional credit facilities to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans, the L/C Obligations and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderMajority Lenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender other than a Defaulting Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (other than as set forth under Section 2.14), including each Defaulting Lender directly affected thereby; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, including each Defaulting Lender directly affected thereby; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby (provided including any such Lender that is a Defaulting Lender); provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest thereon, extend the expiry date of on any Letter of Credit beyond the Letter of Credit Expiration Date, Loan or extend the time of payment of L/C Borrowing or to reduce any fees hereunder (other than fees fee payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)hereunder; (be) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; provided, that additional Lenders may be added and Commitments may be increased in accordance with Section 2.14 and the exercise of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as expansion feature set forth in therein without the written consent of each Lender; (f) change any provision of this Section or the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender other than a Defaulting Lender; provided, that additional Lenders may be added and Commitments may be increased in accordance with Section 2.14 and the exercise of the expansion feature set forth therein without the written consent of each Lender; or (g) release all or substantially all of the Guarantors from the Guaranty without the written consent of each Lender other than a Defaulting Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it (including, without limitation, those under Section 2.15); (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiringSwing Line Lender under this Agreement (including, by its termswithout limitation, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or those under Section 2.15); (iii) change no amendment, waiver or waive any provision consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of Section 2.15, any other provision of the Administrative Agent under this Agreement or any other Loan Document requiring pro rata treatment of any Lenders(including, without limitation, those under Section 2.15); and (iv) the Fee Letters may be amended, or this Section 8.01 rights or Section 2.19(b); and (c) unless agreed to privileges thereunder waived, in a writing executed only by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) parties thereto. If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender pursuant to this Section 10.01 that requires all Lenders, all directly affected thereby,” Lenders or all affected Lenders to consent thereto, and the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances Loans (including participations in L/C Obligations and other Obligations in Swing Line Loans) due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the such Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.0710.06, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 Sections 3.01 and Section 2.143.04, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender3.05(a).

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment (not including any mandatory prepayment) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Total Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive Letter of Credit Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; (g) release any Guarantor from any Guaranty or all or substantially all of the value of any Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by Administrative Agent acting alone); or (h) release all or substantially all of the collateral securing the Obligations without the written consent of each Lender, except for collateral sold or otherwise disposed as permitted in the Loan Documents, and except to the extent the release of any collateral is permitted pursuant to Section 9.10 (in which case such release may be made by Administrative Agent acting alone) or this Section 10.01; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Letter of Credit Issuer in addition to the Lenders required above, affect the rights or duties of the Letter of Credit Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; and (iv) the Swingline Lender, if anyFee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any scheduled date fixed by this Agreement or any other Loan Document for any payment (it being understood that the mandatory prepayments under Section 2.05 do not provide for a scheduled date fixed for payment), of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or (g) release all or substantially all of the value of the Guaranty without the written consent of each Lender, unless otherwise permitted by Section 9.10; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; and (v) the Fee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersMajority Lenders and the Loan Parties, as applicable, and then delivered to the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive extend the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate expiration date of or forgive any interest thereon (provided that only increase the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.2) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Lender; (b) unless agreed to postpone any date fixed by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of them to take principal, interest or approve, or direct the Agent to take, any action fees payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or, subject to clause (v) of the second proviso to this Section 10.1, any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (d) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; or (e) change any provision of this Section 10.1 or the percentage in the definition of “Required Majority Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any of the other Loan Documents requiring, by its terms, the consent rights hereunder or approval of all the Lenders for such amendment, modification, waiver, discharge make any determination or termination thereof or grant any consent to any departure by hereunder, without the Borrower therefromwritten consent of each Lender; (f) amend, or (iii) change modify or waive any provision of Section 2.152.3 or 2.4 without the written consent of the Swing Line Lender; (g) amend, modify or waive any other provision of Section 3 without the consent of the Issuing Lender; (h) amend, modify or waive the provisions of the definition of Interest Period regarding nine or twelve month Interest Periods for Eurodollar Loans without the consent of each relevant Lender; (i) consent to the assignment or transfer by either of the Loan Parties of any of its rights and obligations under this Agreement and the other Loan Documents; or (j) release the Parent from its Guarantee Obligations under the Parent Guaranty except as provided in Section 10.17, without the consent of all Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, modify the rights or duties of the Issuing Lender under this Agreement or any other Loan Document requiring pro rata treatment Application relating to any Letter of any LendersCredit issued or to be issued by it; (ii) no amendment, waiver or this Section 8.01 or Section 2.19(b); and (c) consent shall, unless agreed to in writing and signed by the Issuing BanksSwing Line Lender in addition to the Lenders required above, modify the Swingline Lenderrights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, if anywaiver or consent shall, or unless in writing and signed by the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect modify the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; and (iv) Section 10.7(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Swingline LenderLenders, if anythe Administrative Agent and all future holders of the Loans. In the case of any waiver, or the AgentLoan Parties, as applicable, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder or and under any of the other Loan Documents. (d) Notwithstanding , 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. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the foregoingparties required to sign pursuant to the foregoing provisions of this Section 10.1; provided, that delivery of an executed signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof. For the avoidance of doubt, this Agreement may be amended (or amended and restated) pursuant to an increase in with the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the written consent of the Required Lenders is obtainedMajority Lenders, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Administrative Agent and the Borrower may elect to replace a Non-Consenting Lender as a Lender Loan Parties party to this Agreement, provided that, concurrently with such replacement, each relevant Loan Document (ix) another bank to add one or other entity which is reasonably satisfactory more additional credit facilities to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans, the L/C Obligations and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderMajority Lenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of the Required Revolving Lenders; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the consent of each Lender directly and adversely affected thereby; provided, (i) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credithowever, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required necessary to (i) amend or modify the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), Default Rate; or (iiiii) increase any Revolving Credit Commitment of any to amend or modify the financial covenants or defined terms used in the financial covenants in this Agreement and the Lenders agree that such Lender over the amount thereof in effect amendment or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), modification shall not constitute such an increasea reduction in the rate of interest or fees for purposes of this clause (d); (be) unless agreed to by all of the Lenders, change (i) reduce the percentage any provision of the aggregate Revolving Credit Commitments this Section 10.01 or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(e)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” “Required Tranche B-1 Term Lenders” or “Required Tranche B-2 Term Lenders,” without the written consent of each Lender under the applicable Facility; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (g) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); (h) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Tranche B-1 Term Loan Facility, the Required Tranche B-1 Term Lenders, (ii) if such Facility is the Tranche B-2 Term Facility, the Required Tranche B-2 Term Lenders and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; or (i) change any other provision of Section 2.14, without the written consent of Required Lenders, the Administrative Agent, the L/C Issuer and the Swing Line Lender; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of Section 2.15, the Administrative Agent under this Agreement or any other provision Loan Document; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document requiring pro rata treatment of any Lendersand (v) the Fee Letters may be amended, or this Section 8.01 rights or Section 2.19(b); and (c) unless agreed to privileges thereunder waived, in a writing executed only by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition parties thereto. Notwithstanding anything to the Lenders required as provided hereinabove contrary herein, no Defaulting Lender shall have any right to take such action, affect the respective rights approve or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under disapprove any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such 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” . Notwithstanding anything to the contrary herein, any provision of this Agreement may be amended, modified or “each Lender directly affected thereby,” waived with the consent of the Administrative Agent, the Borrower and the Required Revolving Lenders is obtained(with no other consents required, but except as set forth in clauses (a) – (i) above), if such amendment, modification or waiver applies by its terms only to the Revolving Credit Lenders. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as and that has been approved by the Required Lenders (each such Lender, a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to replace such Non-Consenting Lender in same day funds on accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the day assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph) or (ii) with the consent of such replacement the Required Lenders (1) all interestexcluding the unused Revolving Credit Commitment of, fees and other amounts then accrued but unpaid to such the portion of the Total Outstandings held by, any Non-Consenting Lender), terminate the outstanding Commitments of any Non-Consenting Lender by and repay the outstanding Loans of such Lender at par; provided that after giving effect to such repayment, the (A) Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (B) the L/C Exposure not fully Cash Collateralized shall not exceed the Letter of Credit Sublimit and (C) the Swing Line Exposure shall not exceed the Swing Line Sublimit. Any term or provision of this Section 10.01 to the contrary notwithstanding, if the Administrative Agent, Holdings and the Borrower hereunder 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 Agent (or the Collateral Agent, acting at the direction of the Administrative Agent), Holdings and the Borrower shall be permitted to amend such provision and including the date such amendment shall become effective without any further action or consent of termination, including without limitation payments due any other party to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderany Loan Document.

Amendments, Etc. Except with Respect to the Guaranteed Obligations; Waiver of ---------------------------------------------------------------------- Rights. ------- The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Trustee may be rescinded by such party and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Trustee or the Holders and the Indenture and any other collateral security document or other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as provided the Trustee or the Holders, as the case may be, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Trustee for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. The Trustee shall not have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Guaranteed Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Trustee may, but shall be under no obligation to, make a similar demand on any other guarantor, and any failure by the Trustee to make any such demand or to collect any payments from any such other guarantor or any release of any such other guarantor shall not relieve the Guarantor in Section 2.21 respect of which a demand or collection is not made or of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied as a matter of law, of the Trustee against the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. The Trustee may, from time to time, at its sole discretion and without notice to the undersigned, take any or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Guaranteed Obligations, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to the extension any of the then-existing Termination DateGuaranteed Obligations, no amendment (c) release or waiver compromise any obligation of the Issuers under the Notes or the Guarantor hereunder or any obligation of any provision nature of this Agreement or any other Loan Document, nor consent obligor with respect to any departure by of the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall (a) unless agreed to by each Lender directly affected therebyGuaranteed Obligations, (id) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lenderrelease its security interest, if any, in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Guaranteed Obligations, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property (including, without limitation, the Issuers), and (e) resort to the Guarantor for payment of any of the Guaranteed Obligations when due, whether or not the Trustee shall have resorted to any property securing any of the Guaranteed Obligations or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Obligations (including, without limitation, the Issuers). The Guarantor hereby expressly waives: (a) any right to require the Trustee or any Holder of a Guaranteed Obligation to (i) proceed against either Issuer, their own respective accounts)subsidiaries or any other guarantor of the Guaranteed Obligations, (ii) extend the final scheduled maturity date proceed against or exhaust any security received from either Issuer, their subsidiaries or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation guarantor of the Borrower to reimburse any drawing on any Letter Guaranteed Obligations or otherwise ▇▇▇▇▇▇▇▇ the assets of Credit either Issuer, their subsidiaries or any interest thereon, extend other guarantor of the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), Guaranteed Obligations or (iii) increase pursue any Revolving Credit Commitment of any other remedy in the Trustee's or such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); Holder's power whatsoever; (b) unless agreed any defense arising by reason of the application by either or their subsidiaries of the proceeds of any borrowing; (c) any defense resulting from the absence, impairment or loss of any right of reimbursement, subrogation, contribution or other right or remedy of the Guarantor against either Issuer or their subsidiaries or any other guarantor of the Guaranteed Obligations or any security, whether resulting from an election by the Trustee to foreclose upon security by nonjudicial sale, or otherwise; (d) any setoff or counterclaim of either Issuer or their subsidiaries or any defense which results from any disability or other defense of either or their subsidiaries or the cessation or stay of enforcement from any cause whatsoever of the liability of either Issuer or their subsidiaries (including, without limitation, the lack of validity or enforceability of any document, instrument or agreement evidencing the Guaranteed Obligations); (e) any defense based upon any law, rule or regulation which provides that the obligation of a surety must not be greater or more burdensome than the obligation of the principal; (f) until all of the LendersGuaranteed Obligations have been fully, finally and indefeasibly paid, any right of subrogation, reimbursement, indemnification or contribution and other similar right to enforce any remedy which the Trustee or any other person now has or may hereafter have against either Issuer or their subsidiaries on account of the Guaranteed Obligations, and any benefit of, and any right to participate in, any security now or hereafter received by the Trustee or any other person on account of the Guaranteed Obligations; (g) all presentments, demands for performance, notices of non-performance, notices delivered under any document, instrument or agreement evidencing the Guaranteed Obligations, protests, notice of dishonor, and notices of acceptance of this Guarantee and notices of any public or private foreclosure sale; (h) the benefit of any statute of limitations to the extent permitted by law; (i) reduce any appraisement, valuation, stay, extension, moratorium redemption or similar law or similar rights for marshalling; (j) any right to be informed by the percentage Trustee of the aggregate Revolving Credit Commitments financial condition of either Issuer or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement their subsidiaries or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations guarantor of the Issuing Banks, Guaranteed Obligations or any change therein or any other circumstances bearing upon the Swingline Lender, if any, risk of nonpayment or the Agent, as applicable, hereunder or under any nonperformance of the other Loan Documents. Guaranteed Obligations; (dk) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent until all of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Guaranteed Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due fully, finally and indefeasibly paid, any right to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.revoke this

Amendments, Etc. Except as provided otherwise set forth in the last sentence of this Section 2.21 with respect to the extension of the then-existing Termination Date9.1, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Required LendersLenders and the applicable Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or 4.1(a) without the written consent of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)each Lender; (b) unless agreed extend or increase the Commitment or Commitment Cap of any Lender (or reinstate any Commitment terminated pursuant to Section 7.1) without the written consent of such Lender; (c) postpone any date fixed by all this Agreement or any other Loan Document for any scheduled payment of the Lendersprincipal, (i) reduce the percentage of the aggregate Revolving Credit Commitments interest, fees or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for other amounts due to the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; (including as set forth d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the applicable Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate; (e) change Section 2.12 or Section 7.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each directly and adversely affected Lender; (f) amend Section 1.6 or the definition of “Alternative Currency” without the written consent of each directly and adversely affected Lender; or (g) change any provision of this Section 9.1 or the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of the other Loan Documents requiringeach directly and adversely affected Lender; provided further, by its terms, the consent or approval of all the Lenders for such that (i) no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, directly and adversely affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. Document; (dii) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed no amendment, waiver or consent requiring shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, directly and adversely affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swing Line Agent in addition to the Lenders required above, directly and adversely affect the rights or duties of such Swing Line Agent under this Agreement; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, notwithstanding anything in this Section 9.1 to the contrary, if the Administrative Agent and the Borrowers shall have jointly identified a manifest error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and, in each case, the Administrative Agent shall promptly notify the Lenders of such amendment and such amendment shall become effective without any further action or consent of “each Lender” or “each Lender directly affected thereby,” any other party to any Loan Document if the consent of same is not objected to in writing by the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Administrative Agent shall agree, as within ten Business Days following receipt of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lendernotice thereof.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (ai) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (iiii) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (E) of the second proviso to this Section 10.01(a)) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (biv) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly affected thereby; (v) change any provision of this Section or the definition of “Required Lenders”, (i) reduce the percentage of the aggregate “Required Revolving Credit Commitments Lenders” or of the aggregate unpaid principal amount of the Advances, “Required Incremental Term Lenders” or any other provision hereof specifying the number or percentage of LendersLenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (vi) release the Borrower without the written consent of each Lender; (vii) amend or modify Section 4.02 without the consent of the Required Revolving Lenders and to the extent any Series of an Incremental Term Loan Commitment is outstanding, the Required Incremental Term Lenders applicable to such Series; or (viii) release any of the Incremental Term Loan Cash Collateral without the written consent of each Incremental Term Lender, except as permitted hereunder. and, provided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (D) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (E) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. (b) Notwithstanding the provisions of Section 10.01(a), this Agreement may be amended, restated, amended and restated or otherwise modified pursuant to any Incremental Term Loan Agreement with the written consent of the Administrative Agent (provided that only the acknowledgment of the Administrative Agent (and not the consent of the Administrative Agent) shall be required with respect to any Incremental Term Loan Agreement that is substantially in the form of Exhibit F attached hereto and makes no modifications to this Agreement except for the matters specified in the form of Exhibit F attached hereto), the Borrower and the Incremental Term Lenders providing the Incremental Term Loans made under this Agreement pursuant to Section 2.17, but without the consent of any other Lender; provided that such amendment, restatement, amendment and restatement or other modification is not directly adverse to any other Lender and shall not result in any change to the obligations of the Revolving Lenders under Section 2.03(c) to reimburse their Pro Rata Share of Unreimbursed Amounts or to the obligations of the Revolving Lenders under Section 2.04(c) to fund their participations in respect of Swing Line Loans, in each case to the extent necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby and to effect such other changes (including, without limitation, changes to the provisions of Article II, Section 10.01(a) and the definition of “Required Lenders” to include appropriately the Incremental Term Lenders providing such Incremental Term Loans and any other definitions or provisions of this Agreement specifying the number or percentage of Lenders required to waive, amend or modify any rights under this Agreement or make any determination or grant any consent under this Agreement) as the Borrower and the Incremental Term Lenders providing such Incremental Term Loans (and to the extent there are modifications to this Agreement beyond the scope of the form of Incremental Term Loan Agreement as set forth in Exhibit F attached hereto, the Administrative Agent) shall deem reasonably necessary in connection with any such Incremental Term Loan Agreement; provided, further, that no Incremental Term Loan Agreement shall: (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document (including as set forth in without the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the written consent of “each Lender” or “each Lender directly affected thereby,” ; (iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (E) of the second proviso to Section 10.01(a)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders is obtainedshall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (iv) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly affected thereby, but except to clarify that, except to the extent paid from Incremental Term Loan Cash Collateral, Incremental Term Loans shall be paid after all Revolving Loans have been paid in full and the aggregate L/C Obligations have been paid or Cash Collateralized in full; (v) release the Borrower without the written consent of each Lender directly affected thereby; (vi) amend or modify Section 4.02 without the consent of other necessary the Required Revolving Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory and to the Borrowerextent any Series of an Incremental Term Loan Commitment is outstanding, each Issuing Bank and the Agent shall agree, as of Required Incremental Term Lenders applicable to such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations Series; or (vii) release any of the Non-Consenting Lender to be terminated Incremental Term Loan Cash Collateral without the written consent of each Incremental Term Lender, except as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderpermitted hereunder.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such waiver and no such amendment, waiver supplement or consent shall modification shall (a) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to by the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, (ib) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive (subject to the second proviso to this Section 8.01) any interest thereon interest, fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby (provided except that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit pay interest at the Default Rate), (c) extend or any interest thereon, extend increase the expiry date amount of any Letter Lender’s Commitment (or reinstate any Commitment terminated pursuant to Section 6.02) without the written consent of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline such Lender, if any, for their own respective accounts), or (iiid) increase any Revolving Credit Commitment postpone the Draw Termination Date without the written consent of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, (ie) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advancesamend, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change modify or waive any provision of this Section 2.158.01 or Section 8.08(d) or reduce the percentage specified in the definition of Required Lenders, or consent to the assignment or transfer by the Borrower of any other of its rights and obligations under this Agreement, in each case without the written consent of all the Lenders, (f) change Section 6.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of all of the Lenders, (g) amend, modify or waive any provision of Article VII or otherwise affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by without the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations written consent of the Issuing BanksAdministrative Agent or (h) waive, the Swingline Lender, if any, modify or the Agent, as applicable, hereunder or under eliminate any of the other Loan Documents. (d) Notwithstanding conditions precedent specified in Article III, in each case without the foregoingwritten consent of all the Lenders; provided, this Agreement further that the Fee Letter may be amended (amended, or amended rights and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination DateNo modification, no amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, nor and no consent to any departure by the Borrower herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to in writing by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such modification or amendment shall without the written consent of each Lender affected thereby (x) increase the Commitment of a Lender or postpone or waive any scheduled reduction in the Commitments, or (y) alter the stated maturity or principal amount of any installment of any Loan, or decrease the rate of interest payable thereon, or the rate at which the Facility Fees or letter of credit fees accrue or (z) waive a default under Section 7(b) hereof with respect to a scheduled principal installment of any Loan; and provided, further that no such modification or amendment shall without the written consent of all of the Lenders (i) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders, or (ii) amend this Section 9.9 or the definition of Required Lenders; and provided, further that no such modification or amendment shall decrease the Commitment of any Lender without the written consent of such Lender. No such amendment or modification may adversely affect the rights and obligations of the Administrative Agent or any Issuing Lender hereunder without its prior written consent; and provided, further that the consent of the Lenders shall not be required with respect to any amendment to this Agreement pursuant to Section 2.23. No notice to or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in the same, similar or other circumstances. Each holder of a Note shall be bound by any amendment, modification, waiver or consent shall (a) unless agreed authorized as provided herein, whether or not a Note shall have been marked to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for indicate such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the and any consent by any holder of “each Lender” a Note shall bind any Person subsequently acquiring a Note, whether or “each Lender directly affected thereby,” the consent of the Required Lenders not a Note is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderso marked.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend or waive any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest thereonon any Loan or L/C Borrowing or to reduce any fee payable hereunder; (e) change (i) Section 2.13 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, extend subject to the expiry date proviso below or (ii) the order of application of any Letter reduction in the Commitments or any prepayment of Credit beyond Loans among the Letter of Credit Expiration Date, or extend Facilities from the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount application thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in the applicable provisions of Section 3.02 or 2.05(c) in any manner that materially and adversely affects the Lenders under a Facility without the written consent of any Default(A) if such Facility is the Term Facility, if agreed to by the Required Term Lenders or all Lenders and (as may be required hereunder with respect to B) if such waiver)Facility is the Revolving Credit Facility, shall not constitute such an increase)the Required Revolving Lenders; (bf) unless agreed to by all change the definition of the Lenders, “Applicable Percentage” or “Applicable Revolving Credit Percentage”; (g) change (i) reduce the percentage any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (ii) change the definition of “Required Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility; (h) release the Trust as a Guarantor or, except as permitted by Section 6.12, release all or substantially all of the Subsidiary Guarantors; (i) impose any other provision greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) notwithstanding anything in this Agreement to the contrary, any amendment that would extend the Maturity Date with respect to Loans or Commitments, provide for any increased pricing (including fees) for any Lenders agreeing to extend their Loans or Commitments pursuant to the terms of such amendment and any corresponding modifications under this Agreement related thereto may be effected pursuant to an agreement or agreements in writing entered into by the Borrower, the Swingline Lender, if any, or the Administrative Agent, as applicableand the extending Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or under any consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other Loan Documents. than Defaulting Lenders), except that (dx) 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. Notwithstanding any provision herein to the foregoingcontrary, this Agreement may be amended (or amended and restated) pursuant to an increase in with the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the written consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Administrative Agent and the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank to add one or other entity which is reasonably satisfactory more additional term loan facilities to this Agreement subject to the Borrower, each Issuing Bank limitations in Section 2.15 and to permit the Agent shall agree, as extensions of such date, credit and all related obligations and liabilities arising in connection therewith from time to purchase for cash the Advances and other Obligations due time outstanding to share ratably (or on a basis subordinated to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under existing Facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to assume all obligations time outstanding in respect of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07existing Facilities hereunder, and (ii) in connection with the Borrower shall pay foregoing, to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interestpermit, fees and other amounts then accrued but unpaid to such Non-Consenting Lender as deemed appropriate by the Borrower hereunder Administrative Agent, the Lenders providing such additional credit facilities to and including participate in any required vote or action required to be approved by the date Required Lenders or by any other number, percentage or class of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders hereunder.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Term Loan Commitment of any Lender without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to by the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Term Loan, or forgive any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.09 or Section 8.03 in a manner that would alter the pro rata sharing of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, payments or the number order of application of payments required thereby without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (f) release the Borrower from its obligations under the Loan Documents without the written consent of each Lender directly affected thereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of Administrative Agent under this Agreement or any other Loan Document requiring pro rata treatment of any Lendersand (ii) the Administrative Agent Fee Letter may be amended, or this Section 8.01 rights or Section 2.19(b); and (c) unless agreed to privileges thereunder waived, in a writing executed only by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition parties thereto. Notwithstanding anything to the Lenders required as provided hereinabove contrary herein, no Defaulting Lender shall have any right to take such action, affect the respective rights approve or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under disapprove any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring hereunder, except that the Term Loan Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each Lender directly affected thereby,” . Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders is obtained, but the consent of other necessary Lenders is shall determine whether or not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then allow the Borrower may elect to replace use cash collateral in the context of a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with bankruptcy or insolvency proceeding and such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent determination shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for be binding on all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. Document; (div) Notwithstanding Section 10.07(h) may not be amended, waived or otherwise modified without the foregoing, this Agreement may be amended (consent of each Granting Lender all or amended and restated) pursuant to any part of whose Loans are being funded by an increase in SPC at the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by time of such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, modification; and (iiv) the Borrower shall pay to such Non-Consenting Lender Fee Letters may be amended, or rights or privileges thereunder waived, in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender a writing executed only by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderparties thereto.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (ai) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (iiii) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (E) of the second proviso to this Section 10.01(a)) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (biv) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly affected thereby; (v) change any provision of this Section or the definition of “Required Lenders”, (i) reduce the percentage of the aggregate “Required Revolving Credit Commitments Lenders” or of the aggregate unpaid principal amount of the Advances, “Required Incremental Term Lenders” or any other provision hereof specifying the number or percentage of LendersLenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 7.05 or a Disposition permitted under Section 7.08, all or substantially all of the Guarantors without the written consent of each Lender directly affected thereby; (vii) amend or modify Section 4.02 without the consent of the Required Revolving Lenders and to the extent any Series of an Incremental Term Loan Commitment is outstanding, the Required Incremental Term Lenders applicable to such Series; or (viii) release any of the Incremental Term Loan Cash Collateral without the written consent of each Incremental Term Lender, except as permitted hereunder. and, provided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (D) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (E) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. (b) Notwithstanding the provisions of Section 10.01(a), this Agreement may be amended, restated, amended and restated or otherwise modified pursuant to any Incremental Term Loan Agreement with the written consent of the Administrative Agent (provided that only the acknowledgment of the Administrative Agent (and not the consent of the Administrative Agent) shall be required with respect to any Incremental Term Loan Agreement that is substantially in the form of Exhibit F attached hereto and makes no modifications to this Agreement except for the matters specified in the form of Exhibit F attached hereto), the Borrower and the Incremental Term Lenders providing the Incremental Term Loans made under this Agreement pursuant to Section 2.17, but without the consent of any other Lender; provided that such amendment, restatement, amendment and restatement or other modification is not directly adverse to any other Lender and shall not result in any change to the obligations of the Revolving Lenders under Section 2.03(c) to reimburse their Pro Rata Share of Unreimbursed Amounts or to the obligations of the Revolving Lenders under Section 2.04(c) to fund their participations in respect of Swing Line Loans, in each case to the extent necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby and to effect such other changes (including, without limitation, changes to the provisions of Article II, Section 10.01(a) and the definition of “Required Lenders” to include appropriately the Incremental Term Lenders providing such Incremental Term Loans and any other definitions or provisions of this Agreement specifying the number or percentage of Lenders required to waive, amend or modify any rights under this Agreement or make any determination or grant any consent under this Agreement) as the Borrower and the Incremental Term Lenders providing such Incremental Term Loans (and to the extent there are modifications to this Agreement beyond the scope of the form of Incremental Term Loan Agreement as set forth in Exhibit F attached hereto, the Administrative Agent) shall deem reasonably necessary in connection with any such Incremental Term Loan Agreement; provided, further, that no Incremental Term Loan Agreement shall: (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document (including as set forth in without the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the written consent of “each Lender” or “each Lender directly affected thereby,” ; (iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (E) of the second proviso to Section 10.01(a)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders is obtainedshall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (iv) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly affected thereby, but except to clarify that, except to the extent paid from Incremental Term Loan Cash Collateral, Incremental Term Loans shall be paid after all Revolving Loans have been paid in full and the aggregate L/C Obligations have been paid or Cash Collateralized in full; (v) release the Borrower or, except in connection with a merger or consolidation permitted under Section 7.05 or a Disposition permitted under Section 7.08, all or substantially all of the Guarantors without the written consent of each Lender directly affected thereby; (vi) amend or modify Section 4.02 without the consent of other necessary the Required Revolving Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory and to the Borrowerextent any Series of an Incremental Term Loan Commitment is outstanding, each Issuing Bank and the Agent shall agree, as of Required Incremental Term Lenders applicable to such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations Series; or (vii) release any of the Non-Consenting Lender to be terminated Incremental Term Loan Cash Collateral without the written consent of each Incremental Term Lender, except as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderpermitted hereunder.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower Company or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Company or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a), Section 4.02 or Section 4.03 (relating to the Signing Date or the Initial Funding Date and the initial Credit Extension), as applicable) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability any obligation of any post-default increase in Borrower to pay interest rates), or reduce Letter of Credit Fees at the Default Rate or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date to amend any financial covenant hereunder (or any other scheduled date for defined term used therein) even if the payment effect of any principal such amendment would be to reduce the rate of or interest on any Advance, extend the time of payment of Loan or L/C Borrowing or to reduce any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees fee payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)hereunder; (be) unless agreed to by all change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (if) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, amend Section 1.06 or the number definition of “Alternative Currency” without the written consent of each Lender; (g) change any provision of this Section or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or (h) release (i) the Company from the Company Guaranty or release all or substantially all of the value of the Subsidiary Guaranty without the written consent of each Lender, or (ii) change all or substantially all of the Pledged Interests or any other provision collateral securing the Obligations except with respect to Dispositions and releases of Pledged Interests permitted or required hereunder or as provided in the other Loan Documents, except to the extent any such release under clause (i) or clause (ii) above is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer or Existing L/C Issuer in addition to the Lenders required above, affect the rights or duties of the applicable L/C Issuer or Existing L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if anyAdministrative Agent under this Agreement or any other Loan Document; and (iv) each Fee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of all 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 Defaulting Lender and (y) any waiver, amendment or the modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Revolving Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon fees or other amounts payable hereunder (provided including pursuant to Section 2.06) or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to (i) amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse pay interest at the Default Rate, and (ii) waive any drawing on any obligation of the Borrower to pay Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (ie) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, amend Section 1.06 or the number definition of “Alternative Currency” without the written consent of each Lender; (f) change any provision of this Section or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any of the other Loan Documents requiring, by its terms, the consent rights hereunder or approval of all the Lenders for such amendment, modification, waiver, discharge make any determination or termination thereof or grant any consent to any departure by hereunder, without the Borrower therefromwritten consent of each Lender; or (g) amend, or (iii) change modify, or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment affecting the rights or duties of any Lendersthe Alternative Currency Fronting Lender without the written consent of the Alternative Currency Fronting Lender and each affected Revolving Lender; and provided, further, that (i) no amendment, waiver or this Section 8.01 or Section 2.19(b); and (c) consent shall, unless agreed to in writing and signed by the Issuing BanksL/C Issuer in addition to the Lenders required above, affect the Swingline Lenderrights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, if anywaiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; and (iv) the Swingline Lender, if anyFee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Revolving Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each Lender directly affected thereby,” . Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders is obtained, but the may consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then allow the Borrower may elect to replace use cash collateral in the context of a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank bankruptcy or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderinsolvency proceeding.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower a Credit Party or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Credit Parties or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to by the Lenders (or any of them) without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release MDDC or all or substantially all of the Guarantors from the Guaranty without the written consent of each Lender; or (g) release all or substantially all of the Collateral without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; and (v) the Fee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) a matter requiring the consent of “each Lender” or “each affected Lender directly affected thereby,” pursuant to clauses (a) through (c) of this Section 10.01 shall require the consent of the Required Lenders is obtainedeach affected Defaulting Lender and (y) any waiver, but 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 necessary affected Lenders is not obtained (any such Lender whose shall require the consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination DateUnless expressly stated otherwise herein, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive any interest thereon (fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 9.04 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended nor amounts owed to such Lender reduced or the final maturity thereof 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. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents requiring(1) to cure any ambiguity, by its termsomission, mistake, defect or inconsistency so long as, in each case, the consent or approval Lenders 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 all the Lenders for date of such amendment, modification, waiver, discharge or termination thereof or any consent notice to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of a written notice from the Required Lenders is obtained, but stating that the consent of other necessary Required Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay object to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, amendment and (2) an amountany Fee Letter may be amended, if anyor rights or privileges thereunder waived, equal to in a writing executed only by the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderparties thereto.

Amendments, Etc. Except as set forth below or as specifically provided in Section 2.21 with respect to the extension of the then-existing Termination Dateany Credit Document, no amendment any term, covenant, agreement or waiver of any provision condition of this Credit Agreement or any of the other Loan Document, nor consent to any departure Credit Documents may be amended or waived by the Borrower therefromLenders, shall in and any event be effective unless consent given by the same shall be Lenders, if, but only if, such amendment, waiver or consent is in writing and signed by the Required Lenders (or by the Agent with the consent of the Required Lenders) and delivered to the Agent and, and then such waiver or consent shall be effective only in the specific instance and for case of an amendment, signed by the specific purpose for which givenBorrower; provided, however, provided that no amendment, waiver or consent shall: (a) unless agreed increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2 or Article XI) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; or (b) waive, extend or postpone any date fixed by this Credit Agreement or any other Credit Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitment hereunder or under any other Credit Document without the written consent of each Lender directly and adversely affected thereby, ; or (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive reimbursement obligation, or (subject to clause (iv) of the second proviso to this Section) any interest thereon (fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be required necessary (i) to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent rate set forth in Section 3.02 3.2 during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Default, if agreed Loan or to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);reduce any fee payable hereunder; or (bd) unless agreed to change Sections 2.5, 2.6, 12.6 or 13.17 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby; or (e) change Section 2.2(b)(iii) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; or (f) except as otherwise permitted by all this Section 13.9 change any provision of the Lenders, (i) this Section or reduce the percentage percentages specified in the definitions of the aggregate Revolving Credit Commitments “Required Lenders” or of the aggregate unpaid principal amount of the Advances, or any other provision hereof specifying the number or percentage of LendersLenders required to amend, that shall be required waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or (g) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, without the written consent of each Lender; or (h) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit Parties permitted under this Credit Agreement, release any Liens in favor of the Agent for the benefit of the Lenders on all or substantially all of the Collateral without the written consent of each Lender; or (i) except as expressly permitted hereunder, release any of them to take or approveCredit Party from its obligations hereunder, or direct under the Agent to takeGuaranty Agreement, any action hereunder or under any other Loan Credit Document to which it is a party without the written consent of each Lender; provided further, that (including as set forth in the definition of “Required Lenders”), (iii) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Agent under this Credit Agreement or any other Credit Document; (ii) the Swingline Lender, if anyFee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Agentparties thereto, as applicable, hereunder or under any (iii) the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article XII (other Loan Documents. than the provisions of Section 12.8), (div) the Agent and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without any further action or consent of any other party to any Credit Document) if the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the foregoingcontrary herein, this Agreement may be amended (no Defaulting Lender shall have any right to approve or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with disapprove any proposed amendment, waiver or consent requiring hereunder (and any amendment, waiver or consent which by its terms requires the consent of “all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender” or “each Lender directly affected thereby,” , and (v) the Agent and Borrower shall be permitted to amend any Schedule to the Credit Documents (with the consent of the Required Lenders is obtained, (such consent not to be unreasonably withheld or delayed)) to correct any statement that was true and correct as of the date hereof but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank true and the Agent shall agree, correct as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderClosing Date.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverfurther, that that: (a) no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount Commitment of a Lender (or reinstate any Advance or Commitment terminated pursuant to Section 9.02) without the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the written consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect whose Commitment is being extended or extend the maturity thereof increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.02 5.03, or of any Default, if agreed to by the Required Lenders Default or all Lenders (as may be required hereunder with respect to such waiver), shall a mandatory reduction in Commitments is not constitute such considered an increaseextension or increase in Commitments of any Lender); (bii) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders (or any of them to take them) or approve, any scheduled or direct mandatory reduction of the Agent to take, any action Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced; (including as set forth in iii) reduce the principal of, the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, 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 Borrower to pay interest at the Default Rate; (iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders”” without the written consent of each Lender directly affected thereby; (v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby, except to the extent the release of any Collateral is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); (vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); (vii) amend, modify or waive any provision of Section 2.11 or 9.03, or any other pro rata sharing provision or “waterfall” provision hereunder, without the consent of each directly and adversely affected Lender; and (viii) subordinate the Obligations to any other Indebtedness for borrowed money or subordinate the Liens granted to the Administrative Agent (for the benefit of the Secured Parties) in the Collateral to the Liens securing any other Indebtedness for borrowed money without the written consent of each Lender directly and adversely affected thereby; and (b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender 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, (ii) change each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein, the Administrative Agent and the Borrower may amend or modify this Agreement and any other provision Loan Document to (1) cure any factual or typographical error, omission, defect or inconsistency therein, (2) grant a new Lien for the benefit of the Lenders, extend an additional Lien over additional property for the benefit of the Lenders or join additional Persons as Loan Parties or (3) without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents requiring, by its terms, or to enter into additional Loan Documents as the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof Administrative Agent deems appropriate in order to implement any Benchmark Replacement or any consent to any departure by Benchmark Replacement Conforming Change or otherwise effectuate the Borrower therefrom, or (iii) change or waive any provision terms of Section 2.15, any other provision of this Agreement 3.04 or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c2.06(d) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply accordance with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderterms thereof.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument to which any Borrower is a party, nor any consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Required LendersBanks and the Borrowers, and then each such amendment, waiver or and consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall (a) unless agreed to by , without the consent of each Lender directly Bank affected thereby, (i) reduce or forgive the principal amount of do any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, following: (i) reduce the percentage amount owed to such Bank or reduce the rate of interest thereon, or reduce any fees payable to such Bank hereunder; (ii) postpone the scheduled date of payment of any amount owed to such Bank, or waive or excuse any such payment, or postpone the scheduled date of expiration of such Bank’s Commitment; (iii) change any of the aggregate Revolving Credit Commitments provisions of this Section or the definition of the aggregate unpaid principal amount “Required Banks” or “Supermajority Banks” or any other provision of the Advances, or any Loan Document specifying the number or percentage of LendersBanks required to waive, that shall be required for amend or modify any rights thereunder or make any determination or grant any consent thereunder; (iv) change the Lenders definition of the terms “Loan Obligations,” “Obligations”, “Hedging Obligations,” or “Bank”: or (v) except as otherwise provided herein, release any of them Collateral or release the Borrowers from liability. A Supermajority Banks may agree to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as matters set forth in subsections (i) through (v) in the definition prior sentence if the effect of “Required Lenders”)such agreement is to provide the same treatment to each Bank. Notwithstanding anything to the contrary contained in this Section 8.01: (x) no amendment, (ii) change waiver, or consent shall be made with respect to Article VII hereof or any other provision of this Agreement or any of which affects the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, Agent without the Swingline Lender, if any, or prior written consent of the Agent, as applicable, hereunder or under any of the other Loan Documents. ; (dy) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed no amendment, waiver or consent requiring shall be made with respect to any provision which affects the rights or obligations of the Issuer without the prior written consent of the Issuer; and (z) except as otherwise provided herein, no amendment, waiver or consent shall be made which increases or extends a Bank’s Commitment without the prior written consent of such Bank. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Bank may not be increased or extended without the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderBank.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent (which acknowledgment the Administrative Agent shall provide promptly and in any event be effective unless the same shall be in writing and signed within three Business Days following its actual receipt of an amendment or waiver countersigned by the Required Lenders, the Borrower and then other applicable Loan Party, if any), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Borrowing under a particular Facility without the written consent of the Required Term A Lenders and/or any comparable required lender calculation set forth in any Incremental Term Facility (the “Required Incremental Term Facility Lenders”); (c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (d) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ie) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive (subject to clause (C) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bf) unless agreed to by all change Section 2.10 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (g) change (i) reduce the percentage any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or (ii) change any other provision the definition of this Agreement “Required Term A Lenders” or any comparable provision specifying the number of percentage of Incremental Term Lenders required to amend, waive or otherwise modify any rights under any Incremental Term Facility or make any determination or grant of any consent thereunder without the written consent of each Lender under the applicable Facility; (h) release all or substantially all of the other Loan Documents requiringvalue of the Subsidiary Guaranty without the written consent of each Lender, by its terms, except to the consent or approval extent the release of all the Lenders for any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in which case such amendment, modification, waiver, discharge or termination thereof or any consent to any departure release may be made by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(bAdministrative Agent acting alone); and , provided further, that (cA) no amendment, waiver or consent shall, unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (B) Section 10.06(h) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; (C) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Agentparties thereto; and (D) any waiver, as applicable, hereunder amendment or under modification that by its term affects the Lenders in one Facility disproportionately adversely relative to Lenders in any other Facility shall require the consent of the Required Term A Lenders or Required Incremental Term Facility Lenders (as defined above). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other Loan Documents. than Defaulting Lenders), except that (dx) no Commitment of any Defaulting Lender may 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the foregoingcontrary, this Agreement may be amended (or amended in accordance with and restated) pursuant to an increase the terms of Section 2.11 or 2.12, including, without limitation, to permit the Lenders providing such additional credit facilities to participate in the Revolving Credit Commitment pursuant any required vote or action required to Section 2.18 with only the consents prescribed be approved by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtainedor by any other number, but the consent percentage or class of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderhereunder.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the C▇▇▇▇▇▇▇▇ or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and C▇▇▇▇▇▇▇▇ or the applicable Borrower, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) or Section 4.01(b) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability any obligation of any post-default increase in Borrower to pay interest rates), or reduce Letter of Credit Fees at the Default Rate or forgive (ii) to amend any fees financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (e) without the written consent of each directly Lender directly affected thereby, amend or modify Section 2.15 or Section 8.03 in any manner or change Section 2.14 or any other than fees payable to provision hereof in a manner that would have the Agent, effect of (i) altering the Arrangers, any Issuing Bank ratable reduction of Commitments or the Swingline Lender, if any, for their own respective accounts)pro rata sharing of payments otherwise required hereunder, (ii) extend subordinating the final scheduled maturity date or any Liens securing the Secured Obligations to Liens securing other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder Indebtedness (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accountsexcept as otherwise provided in Section 9.10), or (iii) increase subordinating the Secured Obligations hereunder to any Revolving Credit Commitment of any such Lender over the amount thereof in effect other Indebtedness or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)other obligation; (bf) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, amend Section 1.06 or the number definition of “Alternative Currency” without the written consent of each Lender and the L/C Issuer; (g) change any provision of this Section or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; (h) release the Guarantors from the guaranty given pursuant to Article X without the written consent of each Lender; or (i) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; and (iv) the Swingline Lender, if anyBank of America Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Agentparties thereto. Notwithstanding anything to the contrary herein, as applicableno Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or under any consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other Loan Documents. than Defaulting Lenders), except that (dx) 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. Notwithstanding any provision herein to the foregoingcontrary, this Agreement may be amended (with the written consent of the Administrative Agent, the L/C Issuer, the Borrowers and the Lenders affected thereby to amend the definition of “Alternative Currency” or amended “Eurocurrency Rate” or Section 1.06 solely to add additional currency options and restated) pursuant the applicable interest rate with respect thereto, in each case solely to an increase in the Revolving Credit Commitment extent permitted pursuant to Section 2.18 with only 1.06. Notwithstanding anything to the consents prescribed by such Section. (e) Ifcontrary herein, in connection with any proposed amendment, waiver or consent requiring this Agreement may be amended and restated without the consent of “each Lender” or “each any Lender directly affected thereby,” (but with the consent of the Required Lenders is obtainedLoan Parties and the Administrative Agent) if, but the consent of other necessary Lenders is not obtained (any upon giving effect to such amendment and restatement, such Lender whose consent is necessary but not obtained being referred to herein as shall no longer be a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this AgreementAgreement (as so amended and restated), provided thatthe Commitments of such Lender shall have terminated, concurrently with such replacement, (i) another bank Lender shall have no other commitment or other entity which is reasonably satisfactory to the Borrowerobligation hereunder and shall have been paid in full all principal, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees interest and other amounts then owing to it or accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender for its account under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderthis Agreement.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.02 5.02 or of any Default, if agreed to by the Required Lenders Default or all Lenders (as may be required hereunder with respect to such waiver), shall Event of Default or a mandatory reduction in Commitments is not constitute such considered an increaseextension or increase in Commitments of any Lender); (b) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth in c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “"Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (d) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (e) waive or amend Section 8.13(b)(ii) without the written consent of each Lender; (f) change any provision of this Section or the definition of "Required Lenders”" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (g) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; (h) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender directly affected thereby; (i) without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any Swing Line Loans and L/C Obligations)), (i) waive any Default or Event of Default for purposes of Section 5.02 for purposes of any Revolving Loan borrowing or L/C Credit Extension and (ii) change amend, change, waive, discharge or terminate Section 2.01(a), 2.02, 2.03, 2.05(b)(i) or 2.06 or any term, covenant or agreement contained in Article VIII or Article IX; (j) without the consent of Lenders (other provision than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Term Loan (and participations therein), amend, change, waive, discharge or terminate Section 2.05(b)(vi) so as to alter the manner of application of proceeds of any mandatory prepayment required by Section 2.05(b)(ii), (iii), (iv) or (v) hereof; or (k) change, amend, modify or waive Section 8.06(d) without the consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything herein to the contrary, the Administrative Agent is authorized by the Lenders and the L/C Issuer to enter into amendments to this Agreement and any other Loan Document with any Loan Party or its Subsidiaries, without any further consent of the Lenders or the L/C Issuer, for the purpose of (a) implementing the additional Commitments (and any extensions of credit thereunder) and/or to implement and set forth the terms of any Additional Term Loans, in each case as contemplated by and subject to the limitations set forth in Section 2.02(f), including without limitation such amendments as may be necessary to (i) provide for ratable sharing of benefits of this Agreement and the other Loan Documents requiring, by its terms, in respect of the extensions of credit from time to time 11.01 corresponding to the consent or approval rights of all the other Lenders for thereunder and (iii) make such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by other changes as the Borrower therefromand the Administrative Agent shall deem necessary or advisable in connection with the establishment of any Additional Term Loan, or (iiib) change curing any typographical error, incorrect cross-reference, defect in form, inconsistency, omission or waive any provision of Section 2.15, any other provision of ambiguity in this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documentswhich it is a party. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower Borrowers or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrowers or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment or prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest thereon, extend the expiry date of on any Letter of Credit beyond the Letter of Credit Expiration Date, Loan or extend the time of payment of L/C Borrowing or to reduce any fees hereunder (other than fees fee payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)hereunder; (be) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (g) release all or substantially all of the value of the guaranty contained in the Guaranty and Collateral Agreement without the written consent of each Lender, except as provided in Section 9.10; or (h) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender, except as provided in Section 9.10; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of the other Loan Documents requiring, Credit issued or to be issued by its terms, the consent or approval of all the Lenders for such it; (ii) no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. Document; (diii) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender disproportionately more adversely relative to other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.02 5.02 or of any Default, if agreed to by the Required Lenders Default or all Lenders (as may be required hereunder with respect to such waiver), shall of a mandatory reduction in Revolving Commitments is not constitute such considered an increaseextension or increase in Revolving Commitments of any Lender); (b) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, 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 Borrower to pay interest at the Default Rate; (d) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (f) amend Section 1.09 or the definition of “Alternative Currency” without the written consent of each Lender; (g) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; or (h) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender directly affected thereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; and (iv) the Swingline Lender, if anyFee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Revolving Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each Lender directly affected thereby,” . Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders is obtained, but shall determine whether or not to allow a Loan Party to use cash collateral in the consent context of other necessary Lenders is not obtained (any a bankruptcy or insolvency proceeding and such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent determination shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for be binding on all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower Borrowers or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or, in the case of the Intercreditor Agreement, by the Administrative Agent with the written consent of the Required Lenders) and the Borrowers or the applicable Loan Party (or, in the case of the Intercreditor Agreement, by the other parties required to be party thereto pursuant to the terms thereof), as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C-BA Borrowing, mandatory prepayment or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest, Letter of Credit Fees or BA Fees at the Default Rate and (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C-BA Borrowing or to reduce any fee payable hereunder; (e) change (i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Domestic Term Loan Facility, the Required Domestic Term Loan Lenders, (ii) if such Facility is the Singapore Term Loan Facility, the Required Singapore Term Loan Lenders and (iii) if such Facility is the Revolving Facility, the Required Revolving Lenders; (f) change (i) any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive the applicability of or otherwise modify any post-default increase in interest rates), rights hereunder or reduce make any determination or forgive grant any fees consent hereunder (other than fees payable to the Agentdefinitions specified in clause (ii) of this Section 10.01(f)), without the Arrangers, written consent of each Lender or (ii) the definition of “Required Facility Lenders,” “Required Revolving Lenders,” “Required Singapore Term Loan Lenders” or “Required Domestic Term Loan Lenders” without the written consent of each Lender under the applicable Facility; (i) release any Issuing Bank or Guarantor from the Swingline Lender, if any, for their own respective accounts)Guaranty, (ii) extend release the final scheduled maturity date Liens on all or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation substantially all of the Borrower to reimburse Collateral in any drawing transaction or series of related transactions (it being understood and agreed that the entering into of the Senior Note Documents and the transactions contemplated thereby shall not constitute a release of the Liens on any Letter all or substantially all of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accountsCollateral), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder release WFS from its joint and several obligations with respect to WFS Europe and WFS Singapore, without the written consent of each Lender, except to the extent such waiver), shall not constitute release is permitted pursuant to Section 9.10 (in which case such an increaserelease may be made by the Administrative Agent acting alone); (bh) result in any Borrower satisfying any condition to a Revolving Borrowing contained in Section 4.02 hereof (which, but for such amendment, waiver or consent would not otherwise be satisfied), unless agreed to by all of and until the Lenders, Required Revolving Lenders shall consent thereto; or (i) reduce impose any greater restriction on the percentage ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of the aggregate Revolving Credit Commitments Required Facility Lenders under such Facility; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C-BA Issuer in addition to the Lenders required above, affect the rights or duties of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or L/C-BA Issuer under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any Issuer Document relating to any Letter of Credit or Bankers’ Acceptance issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) Section 8.03 and the definitions of the terms “Secured Cash Management Agreement” and “Secured Hedge Agreement” may not be amended, waived or otherwise modified in a manner adverse to any Cash Management Bank or Hedge Bank without the consent of each affected Cash Management Bank and Hedge Bank that has provided the Administrative Agent with the notice contemplated by Section 9.11 in respect of any affected Secured Cash Management Agreement or Secured Hedge Agreement; (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (vi) any amendment which in the opinion of the Administrative Agent and the Singapore Agent relates strictly to the interest setting, payment and/or funding mechanics of the Singapore Term Loan Facility shall be effective upon the consent of WFS Singapore, the Swingline Administrative Agent and the Singapore Agent and no Lenders other than the Required Singapore Term Loan Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender other than a Voting Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, if anyor all Lenders or each affected Lender under a Facility, may be effected with the consent of (A) the applicable Lenders other than Defaulting Lenders), and (B) any applicable Voting 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, or all Lenders or each effected Lender under a Facility, that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the Agentconsent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, as applicable, hereunder or under any of but subject to the other Loan Documents. (d) Notwithstanding the foregoingfollowing paragraph, this Agreement may be amended (or amended and restated) pursuant to an increase in with the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the written consent of the Required Lenders is obtainedLenders, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Administrative Agent and the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, Borrowers (i) another bank to add one or other entity which is reasonably satisfactory more additional revolving credit or term loan facilities to this Agreement , in each case subject to the Borrowerlimitations in Section 2.14, each Issuing Bank and to permit the Agent shall agree, as extensions of such date, credit and all related obligations and liabilities arising in connection therewith from time to purchase for cash the Advances and other Obligations due time outstanding to share ratably (or on a basis subordinated to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to assume all obligations time outstanding in respect of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07existing facilities hereunder, and (ii) in connection with the Borrower shall pay foregoing, to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interestpermit, fees and other amounts then accrued but unpaid to such Non-Consenting Lender as deemed appropriate by the Borrower hereunder Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to and including participate in any required vote or action required to be approved by the date Required Lenders or by any other number, percentage or class of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders hereunder.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower and acknowledged by the Administrative Agent, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender directly affected thereby; or (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; and (v) the Fee Letters may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (y) the principal amount of, or interest or fees payable on, Loans may not be reduced or postponed as to such Defaulting Lender without the consent of such Lender and (z) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed (i) waive any condition set forth in Section 4.01 without the written consent of each Lender or (ii) after the Closing Date, waive any condition set forth in Section 4.02 without the written consent of the Required Revolving Lenders; (b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest thereonon any Loan or L/C Borrowing or to reduce any fee payable hereunder; and provided further that only the consent of the Required Revolving Lenders or the Required Term Lenders, extend as the expiry date case may be, shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate with respect to Loans of a particular Facility; (e) change (i) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any Letter reduction in the Commitments or any prepayment of Credit beyond Loans among the Letter of Credit Expiration Date, or extend Facilities from the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount application thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in the applicable provisions of Section 3.02 2.04(b) or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver2.05(b), shall not constitute respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such an increase)Facility is the Term Facility, the Term Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Revolving Credit Lenders; (bf) unless agreed to by all of the Lenders, change (i) reduce the percentage any provision of the aggregate Revolving Credit Commitments this Section 10.01 or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(f)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility; (g) release all or substantially all of the Guarantors from the Guaranty (other than as permitted by the Loan Documents) without the written consent of each Lender; (h) change Section 10.06 in a manner that imposes additional restrictions on the ability of any other provision Lender under any Facility to assign any of its rights or obligations hereunder without the prior written consent of (i) if such Facility is the Term Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; (i) reduce the amount of each quarterly amortization payments due to any Term Lender under Section 2.07(a) without the consent of such Term Lender; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(g) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; and (v) the Fee Letters may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments 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 Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend or waive compliance with any covenant hereunder (or any defined term used therein) even if the effect of such amendment or waiver would be to reduce the rate of interest thereon, extend the expiry date of on any Letter of Credit beyond the Letter of Credit Expiration Date, Loan or extend the time of payment of L/C Borrowing or to reduce any fees hereunder (other than fees fee payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)hereunder; (bd) unless agreed to by all change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of the other Loan Documents requiring, Credit issued or to be issued by its terms, the consent or approval of all the Lenders for such it; (ii) no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; (iii) the Swingline Lender, if anyFee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the Agentparties thereto; and (iv) the Administrative Agent may, as applicable, hereunder or under any with the written consent of the other Loan Documents. (d) Notwithstanding the foregoingBorrower, amend, modify or supplement this Agreement may be amended (to cure any obvious error or amended and restated) pursuant omission. Notwithstanding anything to an increase in the Revolving Credit Commitment pursuant contrary herein, no Defaulting Lender shall have any right to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with approve or disapprove any proposed amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that notwithstanding the foregoing, however, any amendment or waiver solely affecting the Revolving Credit Lenders (and that does not directly or indirectly affect the rights and obligations of the Term Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Revolving Lenders and any amendment or waiver solely affecting the Term Lenders (and that does not directly and adversely affect the rights and obligations of the Revolving Credit Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Term Lenders; provided further no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 4.01 or Section 4.02, or the waiver of any Default, if agreed to by Event of Default, mandatory prepayment or mandatory reduction of the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), Commitments shall not constitute such an increaseextension or increase of any Commitment of any Lender); (b) unless agreed to by all postpone any date scheduled for any payment of principal, premium, interest or fees, without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Lenders, Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; (ic) reduce or forgive the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advancesof, or the number rate of interest specified herein on, any Loan or percentage of Lenders, that shall be required for the Lenders or any of them to take or approveL/C Borrowing, or direct (subject to clause (iii) of the Agent third proviso to take, this Section 10.01) any action fees or premium payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in any rate of interest or fees; 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 Borrower to pay interest at the Default Rate; (including as set forth in d) change any provision of this Section 10.01 or the definition of “Required Lenders”” without the written consent of each Lender or the definitions of “Required Revolving Lenders” without the consent of each Revolving Credit Lender directly and adversely affected thereby or the definition of “Required Term Lenders” without the consent of each Term Lender directly and adversely affected thereby; (e) release all or substantially all of the Collateral in any transaction or series of related transactions (it being understood that a transaction permitted under Section 7.05 shall not constitute the release of all or substantially all of the Collateral), without the written consent of each Lender; (iif) other than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Guarantors from their obligations under the Guarantees, without the written consent of each Lender; (g) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of each Lender increasingly restricted thereby; or (h) change any other provision of Section 2.06(c) without the written consent of each Revolving Credit Lender directly and adversely affected thereby; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any L/C Request or Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) no amendment, waiver or consent shall amend, modify supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.02 without the written consent of the Issuing BanksRequired Revolving Lenders under the Revolving Facility (it being understood that amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the Swingline conditions precedent set forth in Section 4.02 have been satisfied regardless of whether the Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender, if any, ’s Loans shall not be reduced or forgiven without the Agent, as applicable, hereunder or under any consent of the other Loan Documents. (d) such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to an increase add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Commitment pursuant Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing. Notwithstanding anything to the contrary contained in this Section 2.18 with only the consents prescribed by such Section. (e) If10.01, in connection with any proposed amendment, waiver the event that the Borrower requests that this Agreement be modified or consent requiring amended in a manner that would require the unanimous consent of “each Lender” all of the Lenders and such modification or “each Lender directly affected thereby,” amendment is agreed to by the Required Lenders, then with the consent of the Borrower and the Required Lenders, the Borrower and the Required Lenders is obtained, but shall be permitted to amend the Agreement without the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender Lenders to be terminated as of such date and to comply with the requirements of clause provide for (b) of Section 8.07, and (iia) the Borrower shall pay to such termination of the Commitment of each Non-Consenting Lender that are (x) Revolving Credit Lenders, (y) Term Lenders or (z) both, at the election of the Borrower and the Required Lenders, (b) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee), or an increase in the Commitment of one or more of the Lenders (with the written consent thereof), so that the total Commitment after giving effect to such amendment shall be in the same day funds on amount as the day total Commitment immediately before giving effect to such amendment, (c) if any Loans are outstanding at the time of such replacement (1) all interestamendment, fees and other amounts then accrued but unpaid the making of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to such repay in full, at par, the outstanding Loans of the Non-Consenting Lender by Lenders (including, without limitation, any amounts payable pursuant to Section 3.05) immediately before giving effect to such amendment and (d) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (a), (b) and (c). In addition, notwithstanding anything to the contrary contained in this Section 10.01 or any Loan Document, if the Administrative Agent and the Borrower hereunder have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to and including amend such provision; provided, however, that no such amendment shall become effective until the date of termination, including without limitation payments due fifth Business Day after it has been posted to such Non-Consenting Lender under Section 2.11 and Section 2.14the Lenders, and (2) an amount, then only if any, equal to the payment which would Required Lenders have been due to not objected in writing thereto within such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderfive Business Day period.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of the other Loan Documents requiring, Credit Application relating to any Letter of Credit issued or to be issued by its terms, the consent or approval of all the Lenders for such it; (ii) no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. Document; (diii) Notwithstanding Section 10.07(h) may not be amended, waived or otherwise modified without the foregoing, this Agreement may be amended (consent of each Granting Lender all or amended and restated) pursuant to any part of whose Loans are being funded by an increase in SPC at the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by time of such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, modification; and (iiiv) the Borrower shall pay to such Non-Consenting Lender Fee Letters may be amended, or rights or privileges thereunder waived, in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender a writing executed only by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderparties thereto.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.02 5.02 or of any Default, if agreed to by the Required Lenders Default or all Lenders (as may be required hereunder with respect to such waiver), shall Event of Default or a mandatory reduction in Commitments is not constitute such considered an increaseextension or increase in Commitments of any Lender); (b) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, 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 Borrower to pay interest at the Default Rate; (d) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments or the order of application of payments required thereby without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (f) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender directly affected thereby; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; and (iv) the Swingline Lender, if anyAdministrative Agent Fee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each Lender directly affected thereby,” . Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders is obtained, but shall determine whether or not to allow a Loan Party to use cash collateral in the consent context of other necessary Lenders is not obtained (any a bankruptcy or insolvency proceeding and such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent determination shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for be binding on all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any scheduled date fixed by this Agreement or any other Loan Document for any payment (it being understood that the mandatory prepayments under Section 2.05 do not provide for a scheduled date fixed for payment), of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (f) change any provision of this Section or the definitions of “Required Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments ” or of the aggregate unpaid principal amount of the Advances, “Supermajority Lenders” or any other provision hereof specifying the number or percentage of LendersLenders required to amend, that shall be required for the Lenders waive or otherwise modify any of them to take or approve, or direct the Agent to take, any action rights hereunder or under make any other Loan Document determination or grant any consent hereunder without the written consent of each Lender; (including as set forth g) release all or substantially all of the value of the Guaranty without the written consent of each Lender; (h) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender, unless otherwise permitted by clause (i) or (ii) of Section 9.10(a); or (i) change the definition of “Required Borrowing Base,” “Eligible Accounts,” or “Eligible Inventory” without the written consent of the Supermajority Lenders”); and, provided further, that (iii) change any other provision no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing BanksAdministrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the Swingline Lenderconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, if anywaiver or other modification; and (v) the Fee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(b), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest thereon, extend the expiry date of on any Letter of Credit beyond the Letter of Credit Expiration Date, Loan or extend the time of payment of L/C Borrowing or to reduce any fees hereunder (other than fees fee payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)hereunder; (be) unless agreed to by all change any provision of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments this Section 10.01 or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or (g) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.11 (in which case such release may be made by the Administrative Agent acting alone); and provided further that no amendment, waiver or consent shall (i) change the order of application of any reduction in the Commitments or any prepayment of Loans between the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b), 2.06(b) or 8.03, respectively, in any manner that materially and adversely affects the Lenders under the Revolving Credit Facility or a Term Facility unless in writing and signed by the Required Revolving Credit Lenders and the applicable Required Term Lenders, as the case may be, under the adversely affected Facility or (ii) change require the permanent reduction of the Revolving Credit Facility at any other provision time when all or a portion of the Term Facilities remains in effect unless in writing and signed by the applicable Required Term Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the an Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if anyduties of, or the Agentany fees or other amounts payable to, as applicable, hereunder such Agent under this Agreement or under any of the other Loan Documents. Document; and (div) Notwithstanding Section 10.07(h) may not be amended, waived or otherwise modified without the foregoingconsent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, this Agreement waiver or other modification; and (v) the Fee Letter may be amended (amended, or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifrights or privileges thereunder waived, in connection with a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each , and the Borrower may replace any Defaulting Lender directly affected thereby,” with the consent of the Required Lenders is obtainedAdministrative Agent (such consent not to be unreasonably withheld) in accordance with Section 10.16. In the event that any amendment or waiver to this Agreement or any Loan Document or any consent to departure therefrom has been requested and any Lender does not agree to such amendment, but waiver or consent, the consent of other necessary Lenders is not obtained (Borrower may replace any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay agreeing to such Non-Consenting Lender amendment, waiver or consent in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under accordance with Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender10.16.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no amendment or waiver of (a) Neither this Agreement nor any other Margin Loan Document nor any provision of this Agreement hereof or any other Loan Documentthereof may be waived, nor consent amended or modified except (x) as set forth in Sections 9.01(b), 9.01(c) or 9.01(d) or (y) pursuant to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be an agreement or agreements in writing entered into by Borrower, Guarantor (as applicable) and signed the Required Lenders or by Borrower, Guarantor (as applicable) and Administrative Agent with the consent of the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendmentsuch agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, waiver (ii) reduce the principal amount of any Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent shall (a) unless agreed to by of each Lender directly affected thereby, (iiii) reduce or forgive postpone the scheduled date of payment of the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend or any fees payable hereunder, or reduce the expiry amount of, waive or excuse any such payment, or postpone the scheduled date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment expiration of any fees hereunder Commitment, without the written consent of each Lender directly affected thereby, (other than fees payable to iv) change Section 2.16(c) or (d) in a manner that would alter the Agentpro rata sharing of payments required thereby, without the Arrangers, any Issuing Bank or the Swingline written consent of each Lender, if any(v) release Guarantor from its obligations under the Guarantee Agreement, for their own respective accounts)without the written consent of each Lender, or (iiivi) increase change any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, (i) reduce the percentage provisions of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” 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; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent under any Margin Loan Document without the prior written consent of Administrative Agent. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advance or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase the Commitment of such Defaulting Lender, reduce the principal amount of any Advance of such Defaulting Lender or reduce the rate of interest thereon, or reduce any fees payable owing to such Defaulting Lender hereunder, postpone the scheduled date of payment of the principal amount of any Advance of such Defaulting Lender or any interest thereon, or any fees payable to such Defaulting Lender hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment of such Defaulting Lender, or alter the terms of this Agreement or any of the other Loan Documents requiringproviso, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring will require the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date(a) No modification, no amendment or waiver of any provision of (i) this Agreement or any other Loan DocumentAgreement, nor and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or signed by the Administrative Agent with the consent of the Required Lenders) or (ii) any Collateral Document, and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent (with the consent of the Required Lenders), and, in each case, then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, subject to Section 2.09(b) of this Agreement, no amendment, waiver such modification or amendment shall without the prior written consent shallof: (ai) unless agreed to by each Lender directly and adversely affected therebythereby (A) increase the Commitment of any Lender or extend the termination date of the Commitment of any Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in or extension of the termination date of the Commitment of a Lender), or (iB) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse Loan, any drawing on a reimbursement obligation in respect of any Letter of CreditCredit issued by it, reduce or the rate of or forgive any interest payable thereon (provided that only the consent of the Required Lenders (or in the case of any such reimbursement obligation, the applicable Issuing Lender) shall be required necessary for a waiver of default interest referred to waive the applicability of any post-default increase in interest ratesSection 2.08), or reduce or forgive extend any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of interest or Fees hereunder or reduce any principal of Fees payable hereunder or interest on any Advance, extend the time of payment of any obligation final stated maturity of the Borrower to reimburse any drawing on any Letter Revolving Loans or reimbursement or cash collateralization obligations in respect of Letters of Credit or (C) amend, modify or waive any interest thereon, extend provision of Section 2.17(b); and (ii) all of the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (bA) unless agreed to by all amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders, (iB) reduce amend this Section 10.08 that has the percentage effect of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or changing the number or percentage of Lenders that must approve any modification, amendment, waiver or consent or modify the percentage of the Lenders required in the definition of Required Lenders, that shall be required for (C) release all or substantially all of the Lenders or any of them Collateral from the Liens granted to take or approve, or direct the Collateral Agent to take, any action hereunder or under any other Loan Document (including except to the extent contemplated by Section 6.09 on the Closing Date or by the terms of the Collateral Documents) or (D) subordinate the Obligations or the Liens granted to the Collateral Agent hereunder or under any other Loan Document in respect of the Collateral to any Lien securing any other Indebtedness of the Borrower or its Subsidiaries (except to the extent contemplated by the terms of the Collateral Documents); provided further, that any Collateral Document may be amended, supplemented or otherwise modified with the consent of the applicable Grantor and the Collateral Agent (i) to add assets (or categories of assets) to the Collateral covered by such Collateral Document, as contemplated by the definition of Additional Collateral set forth in the definition of “Required Lenders”), Section 1.01 hereof or (ii) change to remove any asset or type or category of asset (including after-acquired assets of that type or category) from the Collateral covered by such Collateral Document to the extent the release thereof is permitted by Section 6.09(c). Notwithstanding any provision to the contrary set forth herein or in any other provision Loan Document, without the consent of any Lender or the Collateral Agent, the Borrower and the Administrative Agent may enter into one or more amendments hereto or to any other Loan Document in furtherance of the adoption of a Benchmark Replacement mutually determined by the Borrower and the Administrative Agent pursuant to Section 2.30(a) of this Agreement and such amendments shall be binding on each Lender, unless the Required Lenders have delivered a written notice of objection to such amendment(s) in accordance with Section 2.30(a). (b) No such amendment or modification shall adversely affect the rights and obligations of the Administrative Agent, the Collateral Agent or any of Issuing Lender hereunder without its prior written consent. (c) No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other Loan Documents requiringor further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.02(b) shall be bound by its terms, the consent or approval of all the Lenders for such any amendment, modification, waiver, discharge or termination thereof consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Loans held by such ▇▇▇▇▇▇. No amendment to this Agreement shall be effective against the Borrower or any consent to any departure Guarantor unless signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the AgentGuarantor, as applicable, hereunder or under any of the other Loan Documentscase may be. (d) Notwithstanding anything to the foregoingcontrary contained in Section 10.08(a), (i) in the event that either the Borrower requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders or the consent of all Lenders directly and adversely affected thereby and, in each case, such modification or amendment is agreed to by the Required Lenders, then the Borrower may replace any non-consenting Lender in accordance with Section 10.02; provided that such amendment or modification can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this clause (i)); and (ii) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrower 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 if the same is not objected to in writing by the Required Lenders within five (5) Business Days after written notice thereof to the Lenders. (e) [Reserved]. (f) In addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as appropriate, the other Loan Documents, may be amended (or amended and restated) pursuant to an increase in with the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders is obtainedholding such credit facilities in any determination of the Required Lenders. (g) In addition, but notwithstanding anything to the consent contrary contained in Section 7.01 or Section 10.08(a), following the consummation of other necessary Lenders is not obtained any Extension pursuant to Section 2.28, no modification, amendment or waiver (including, for the avoidance of doubt, any such forbearance agreement entered into with respect to this Agreement) shall limit the right of any non-extending Revolving Lender whose consent is necessary but not obtained being referred to herein as (each, a “Non-Consenting Extending Lender”), then the Borrower may elect ) to replace a Non-Consenting Lender as a Lender party enforce its right to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank receive payment of amounts due and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay owing to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Extending Lender on the day of such replacement under Section 8.04(e) had Revolving Facility Maturity Date applicable to the Advances Revolving Commitments of such Non-Consenting Lender been prepaid on such Extending Lenders without the prior written consent of Non-Extending Lenders that would constitute Required Lenders if the Non-Extending Lenders were the only Lenders hereunder at the time. (h) It is understood that the amendment provisions of this Section 10.08 shall not apply to extensions of the Revolving Facility Maturity Date or the maturity date rather than sold to the replacement Lenderof any tranche of Revolving Commitments, in each case, made in accordance with Section 2.28.

Amendments, Etc. Except as provided otherwise set forth in Section 2.21 with respect to the extension of the then-existing Termination Datethis Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Lead Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Lead Borrower or the applicable Loan Party, as the case may be, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 SECTION 4.02 or the waiver of any Default, if agreed to by mandatory prepayment or mandatory reduction of the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), Commitments shall not constitute such an increaseextension or increase of any Commitment of any Lender); (b) unless agreed to by all postpone any date scheduled for, or reduce the amount of, any payment of principal, interest, fees or other amounts payable under the Loan Documents or reduce the amount of, waive or excuse any such payment or postpone the expiration of the LendersCommitments or the Maturity Date, without the prior written consent of all Lenders directly and adversely 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 at the Default Rate; (ic) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advancesof, or the number or percentage rate of Lendersinterest specified herein on, that shall be required for the Lenders any Loan, or any of them to take fees or approve, or direct the Agent to take, any action other amounts payable hereunder or under any other Loan Document without the prior written consent of all Lenders directly and adversely 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 at the Default Rate; (including as set forth in d) change any provision of this SECTION 9.01, the definition of “Required Lenders”), (ii) change ” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the prior written consent of all Lenders directly and adversely affected thereby; (e) other than in connection with a transaction permitted under SECTION 6.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the prior written Unanimous Consent of all Lenders; or (f) other than in connection with a transaction permitted under SECTION 6.04 or SECTION 6.05 or as provided in SECTION 8.17(b), release any Loan Party from its obligations under any Loan Document or limit its liability in respect of such Loan Document, without the prior written Unanimous Consent of all Lenders; or (g) without the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition of any such terms if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (h) without the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the Total Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (i) without the prior written Unanimous Consent of all Lenders, change SECTION 2.17 (other than clause (e) thereof), SECTION 2.21(b) (with respect to the first sentence thereof only), SECTION 2.18(d), SECTION 7.04 OR SECTION 8.04; (j) without the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the Intercreditor Agreement, the Additional First Lien Intercreditor Agreement (if then in effect), and the Additional Junior Lien Intercreditor Agreement (if then in effect), subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; provided, however, that the Administrative Agent (without the consent of any Lender) shall, upon the Lead Borrower’s request, subordinate the Liens granted on Term Priority Collateral hereunder or under the other Loan Documents to Liens securing Term Credit Agreement Refinancing Indebtedness or Term Incremental Equivalent Debt; or (k) without the prior written Unanimous Consent of all Lenders, amend the Intercreditor Agreement in a manner that (x) modifies the definition of “ABL Priority Collateral” or “Term Priority Collateral” as set forth therein in a manner adverse to the Lenders, or (y) modifies the provisions with respect to application of proceeds as set forth in Sections 4.1(b), (c) or (d) of the Intercreditor Agreement; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights or duties of an Issuing Bank under this Agreement or any Letter of Credit application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent under this Agreement or any other Loan Document; and (iv) no Lender consent is required to effect an Extension Amendment (other than the consent of Extending Lenders and New Commitment Lenders, as provided in SECTION 2.27) or an amendment pursuant to SECTION 2.02 (other than the consent of Incremental Revolving Loan Lenders, as provided in SECTION 2.02). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender, as applicable, shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders), except (x) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) for any such amendment, waiver or consent that treats such Defaulting Lender disproportionately from the other Lenders of the same Class (other than because of its status as a Defaulting Lender). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Loan Parties, such Lenders, the Administrative Agent, the Collateral Agent, the Issuing Banks and all future holders of the affected Loans. In the case of any waiver the Loan Parties, the Lenders, the Administrative Agent and the Collateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Notwithstanding anything in this Agreement (including this SECTION 9.01) or any other Loan Document to the contrary, (i) this Agreement and the other Loan Documents requiringmay be amended to effect an increase in the Commitments pursuant to SECTION 2.02 or extension facility pursuant to SECTION 2.27 (and the Administrative Agent and the Lead Borrower may effect such amendments to this Agreement and the other Loan Documents without the consent of any other party as may be necessary or appropriate, by its termsin the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the terms of any such increase in the Commitment pursuant to SECTION 2.02 or extension facility); (ii) no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement, the consent Additional First Lien Intercreditor Agreement, the Additional Junior Lien Intercreditor Agreement or approval other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of all adding the holders of any Indebtedness permitted under this Agreement (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent in consultation with the Lead Borrower, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders for taken as a whole); provided, further, that no such amendmentagreement shall amend, modification, waiver, discharge modify or termination thereof otherwise directly and adversely affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent to any departure by of the Borrower therefrom, or Administrative Agent; (iii) change or waive any provision of Section 2.15guarantees, collateral documents and related documents executed by the Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Loan Document, entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable Loan Party or Loan Parties and the Administrative Agent or the Collateral Agent in its or their respective sole discretion, to (A) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (B) comply with local law or to reflect the advice of local counsel on such law, (C) cure ambiguities, omissions, mistakes or defects (as reasonably determined by the Administrative Agent and the Lead Borrower) or to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents or (D) add a Facility Guarantee and reflect limitations on the scope of such Facility Guarantee required by local law or to reflect the advice of local counsel on such law; (iv) any Loan Document may be amended and waived with the consent of the Administrative Agent at the request of the Lead Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order to comply with Applicable Law; and (v) if the Administrative Agent and the Lead Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document requiring pro rata treatment (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting in its sole discretion) and the Lead Borrower or any other relevant Loan Party shall be permitted to amend such provision, such amendment shall become effective without any further action or consent of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed other party to any Loan Document and notification of such amendment shall be made by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required promptly upon such amendment becoming effective. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Products or Cash Management Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as provided hereinabove to take the provider or holder of such action, affect the respective rights agreements or obligations of the Issuing Banks, the Swingline Lender, if any, products or the AgentObligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable, ) for any matter hereunder or under any of the other Loan Documents. , including as to any matter relating to the Collateral or the release of Collateral or any Loan Party. If any Lender (d) Notwithstanding the foregoingsuch Lender, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”)) has failed to consent to a proposed amendment, then waiver or departure that pursuant to the terms of this SECTION 9.01 requires the consent of either (i) all of the Lenders directly and adversely affected or (ii) all of the Lenders and, in each case, with respect to which the Required Lenders shall have granted their consent, then, the Lead Borrower may elect to replace a shall have the right (unless such Non-Consenting Lender as a Lender party to this Agreementgrants such consent), provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank at its sole expense and the Agent shall agree, as of such dateeffort, to purchase for cash the Advances and other Obligations due to the (x) replace such Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the by requiring such Non-Consenting Lender to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (to the extent such consent would be terminated required under SECTION 9.07) or (y) terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (1) in the case of a Lender (other than an Issuing Bank), repay all Obligations of the Borrowers due and owing to such Lender relating to the Loans and participations held by such Lender as of such date and to comply with the requirements of clause (b) of Section 8.07termination date, and (ii2) in the Borrower shall pay case of an Issuing Bank only, repay all Obligations of the Borrowers owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and cancel or cash collateralize any Letters of Credit issued by it; provided that (I) all Obligations hereunder of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid full to such Non-Consenting Lender concurrently with such assignment including any amounts that such Lender is owed pursuant to SECTION 2.14 and (II) the replacement Lender shall purchase the foregoing by the Borrower hereunder to and including the date of termination, including without limitation payments due paying to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, a price equal to the payment which would have been due to principal amount thereof plus accrued and unpaid interest thereon. In connection with any such Lender on assignment, the day of such replacement under Section 8.04(e) had Lead Borrower, the Advances of Administrative Agent, such Non-Consenting Lender been prepaid on such date rather than sold to and the replacement LenderLender shall otherwise comply with SECTION 9.07.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse pay interest at the Default Rate or to amend any drawing on financial term affecting principal, interest, fees or other amounts not for the express purpose of reducing such amounts; (d) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender; (e) amend Section 2.03(a)(ii)(C) in any manner that would permit a Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond to expire after the Letter of Credit Expiration Date, or extend Date without the time written consent of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline each Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (bf) unless agreed to by all change any provision of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or (g) release the Borrower, release the Parent from the Guarantee Agreement, or except in connection with (i) a release pursuant to Section 6.10, (ii) change any other provision a merger or consolidation permitted under Section 7.05 or (iii) a Disposition permitted under Section 7.08, release all or substantially all of the Guarantors, in each case without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of the other Loan Documents requiringCredit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by its terms, the consent or approval of all each Swing Line Lender in addition to the Lenders for required above, affect the rights or duties of such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, Administrative Agent under this Agreement or any other Loan Document; (iv) the Swingline Lender, if anyFee Letter may be amended, or the Agent, as applicable, hereunder rights or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) Ifprivileges thereunder waived, in connection with a writing executed only by the parties thereto; and (v) no Defaulting Lender shall have any proposed right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended, nor the Obligations owed to any Defaulting Lender reduced, without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower and the Parent, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments resulting from a Collateral shortfall) of principal, interest, fees or other amounts due to by the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive (subject to clause (ii) of the second proviso to this Section 11.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.09. Section 2.10 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any of the other Loan Documents requiring, by its terms, the consent rights hereunder or approval of all the Lenders for such amendment, modification, waiver, discharge make any determination or termination thereof or grant any consent to any departure by hereunder without the Borrower therefrom, or written consent of each Lender; or (iiif) change or waive any provision of Section 2.15, any other provision of except as expressly provided in this Agreement or any other Loan Document requiring pro rata treatment Document, release all or substantially all of the Collateral without the consent of each Lender; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Eligible Collateral,” the “Adjusted Fair Market Value,” or any Lenders, other related definition or this Section 8.01 or Section 2.19(b)the Collateral advance rates on Schedule 1.01; (g) release the Parent from its obligations under the Article X without the written consent of each Lender; and , provided further, that (ci) no amendment, waiver or consent shall, unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, or any other Loan Document; and (ii) the Borrower shall pay to such Non-Consenting Lender Fee Letter may be amended, or rights or privileges thereunder waived, in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender a writing executed only by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderparties thereto.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that (a) no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.02 5.02 or of any Default, if agreed to by Default or Event of Default or of a mandatory reduction in Commitments is not considered an extension or increase in the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increaseCommitments of any Lender); (bii) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, 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 Borrower to pay interest at the Default Rate; (iv) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (v) change any provision of this Section or the definition of “Required Lenders”” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby; (vi) release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; or (vii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender directly affected thereby; (b) prior to the termination of the Revolving Commitments, unless also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the Revolving Commitments, no such amendment, waiver or consent shall, (i) waive any Default for purposes of Section 5.02(b), (ii) change amend, change, waive, discharge or terminate Sections 5.02 or 9.01 in a manner adverse to such Lenders or (iii) amend, change, waive, discharge or terminate Section 8.11 (or any other provision defined term used therein) or this Section 11.01(b); or (c) unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (d) unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the other Loan Documents requiringSwing Line Lender under this Agreement; and (e) unless also signed by the Administrative Agent, by its terms, the consent or approval of all the Lenders for such no amendment, modification, waiver, discharge waiver or termination thereof consent shall affect the rights or any consent to any departure by duties of the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of Administrative Agent under this Agreement or any other Loan Document requiring pro rata treatment of any LendersDocument; provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or this Section 8.01 rights or Section 2.19(b); and (c) unless agreed to privileges thereunder waived, in a writing executed only by the Issuing Banks, the Swingline Lender, if any, parties thereto and (ii) no Defaulting Lender shall have any right to approve or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under disapprove any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each Lender directly affected thereby,” . Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders is obtained, but shall determine whether or not to allow a Loan Party to use cash collateral in the consent context of other necessary Lenders is not obtained (any a bankruptcy or insolvency proceeding and such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent determination shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for be binding on all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower and acknowledged by the Administrative Agent, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or amend the definition of “Revolver Extended Maturity Date” without the written consent of each Lender directly affected thereby, ; provided however that the Lenders’ consent shall not be required for an extension of the Revolver Maturity Date provided for under Section 2.15 hereof; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary (i) to waive amend the applicability definition of any post-default increase in interest rates), “Default Rate” or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of to waive any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to any Lenders required above, affect the rights or duties of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or Swing Line Lender under this Agreement; (iii) change no amendment, waiver or waive any provision of Section 2.15consent shall, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to in writing and signed by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Document. Notwithstanding anything to the foregoingcontrary herein, this Agreement may be amended (no Defaulting Lender shall have any right to approve or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with disapprove any proposed amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party or Special Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower or the applicable Loan Party or Special Guarantor, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed to by each Lender directly affected thereby, (i) reduce extend or forgive increase the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender over the amount thereof in effect or extend the maturity thereof (it being understood and agreed that a waiver of any condition precedent set forth in Section 3.02 5.02 or of any Default, if agreed to by Default or Event of Default or mandatory reduction in the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), Commitments shall not constitute such an increasea change in the terms of any Commitment of any Lender); (b) unless agreed postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to by all of the Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders (or any of them to take or approve, or direct the Agent to take, any action them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (including as set forth in c) reduce the principal of, or the rate of interest specified herein on, any Term Loan or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Required Lenders”), "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate; (iid) change Section 2.07 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (e) change any other provision of this Agreement Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) except as the result of or in connection with a Disposition not prohibited by Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender; (g) except as the result of or in connection with a dissolution, merger or disposition of a Loan Party not prohibited by Section 8.06, release the Borrower or substantially all of the other Loan Parties or Special Guarantors from its or their obligations under the Loan Documents requiringwithout the written consent of each Lender; and, by its termsprovided further, the consent or approval of all the Lenders for such that no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Document. Notwithstanding anything to the foregoingcontrary herein, this Agreement may be amended (no Defaulting Lender shall have any right to approve or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with disapprove any proposed amendment, waiver or consent requiring hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of “each such Lender” or “each Lender directly affected thereby,” . Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders is obtained, but shall determine whether or not to allow a Loan Party to use cash collateral in the consent context of other necessary Lenders is not obtained (any a bankruptcy or insolvency proceeding and such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent determination shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for be binding on all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderLenders.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent (which acknowledgment shall be solely administrative in nature), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Sections 4.01 or 4.02 or permit the Closing Date to be later than March 31, 2014, without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any pay interest or Letter of Credit or any interest thereon, extend Fees at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, this Section or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth percentages contained in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by any of them; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Documents requiringDocument; (iv) Section 10.06(i) may not be amended, by its terms, waived or otherwise modified without the consent of each Granting Lender all or approval any part of all whose Loans are being funded by an SPC at the Lenders for time of such amendment, waiver or other modification; and (v) a Fee Letter may be amended, waiveror rights or privileges thereunder waived, discharge in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or termination thereof disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of a Defaulting Lender may not be increased or extended, the principal amount of any Loan or any consent to any departure by the Borrower therefrominterest thereon, or (iii) change or waive any provision of Section 2.15, any other provision of amounts payable hereunder, owed to such Defaulting Lender may not be reduced, and the date fixed by this Agreement or any other Loan Document requiring pro rata treatment for payment thereof may not be extended, without the consent of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline such Defaulting Lender, if any(y) any waiver, amendment or modification requiring the Agent in addition to 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 Lenders required as provided hereinabove to take consent of such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Defaulting Lender, if anyand (z) any waiver, amendment or modification changing the Agentvoting rights of a Defaulting Lender shall require the consent of each Lender that is a Defaulting Lender at the time that such waiver, as applicable, hereunder amendment or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) modification becomes effective. If, in connection with any proposed amendmentchange, waiver waiver, consent, discharge or consent requiring termination of or to any of the consent provisions of “each Lender” or “each Lender directly affected thereby,” this Agreement as contemplated by this Section 10.01, the consent of the Required Lenders is obtained, obtained but the consent of one or more of such other necessary Lenders is not obtained (any such Lender whose consent is necessary but required is not obtained being referred to herein as a “Non-Consenting Lender”)obtained, then the Borrower may elect shall have the right, to replace a Noneach such non-Consenting consenting Lender or Lenders with one or more (so long as a Lender party all non-consenting Lenders are so replaced) persons pursuant to this Agreement, provided that, concurrently with Section 10.14 so long as at the time of such replacement, (i) another bank or other entity which is reasonably satisfactory each such new Lender consents to the Borrowerproposed change, each Issuing Bank waiver, consent, discharge or termination. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due deliver to the Non-Consenting Lender pursuant to Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to become a Lender for all purposes under this Agreement the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and to assume all obligations Assumption; provided that the failure of the Nonany such non-Consenting consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be terminated as of such date and to comply with recorded in the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement LenderRegister.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and Borrower or the applicable Subsidiary, as the case may be, and then acknowledged by the Administrative Agent and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend, increase or decrease the Commitment of any Lender or reinstate any Commitment terminated pursuant to Section 7.2(b) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit pay interest or any interest thereon, extend fees due hereunder at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.19 in a manner that would alter the pro rata sharing of payments required thereby or the order of the Lendersapplication of payments thereunder, in each case, without the written consent of each Lender; (ie) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section 9.13 or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”)” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or (i) release all or substantially all of the Collateral in any transaction or series of related transactions, (ii) change release all or substantially all of the Guarantors, (iii) subordinate the Obligations hereunder to any other provision Indebtedness, (iii) except as provided by operation of applicable law, subordinate the Liens on all or substantially all of the Collateral granted in favor of the Administrative Agent for itself and the other Lenders under the Security Documents to any other Lien, in each case, without the written consent of each Lender; or (g) unless also signed by Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; provided, further, that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (ii) the Required Lenders shall determine whether or not to allow Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of Lenders. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, Administrative Agent and Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents requiringwith the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure Administrative Agent and approved by the Borrower therefromRequired Lenders, Lenders providing such additional credit facilities to participate in any required vote or (iii) change action required to be approved by the Required Lenders or waive by any other number, percentage or class of Lenders hereunder. Notwithstanding any provision of Section 2.15herein to the contrary Administrative Agent and Borrower may amend, any other provision of modify or supplement this Agreement or any other Loan Document requiring pro rata treatment to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, Loan Document so long as (i) another bank such amendment, modification or other entity which is reasonably satisfactory to supplement does not adversely affect the Borrower, each Issuing Bank and the Agent shall agree, as rights of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting any Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, in any material respect and (ii) the Borrower Lenders shall pay to such Non-Consenting Lender in same day funds on the day have received at least five Business Days’ prior written notice thereof and Administrative Agent shall not have received, within five Business Days of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of terminationsuch notice to Lenders, including without limitation payments due a written notice from the Required Lenders stating that the Required Lenders object to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderamendment.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower either Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Obligors, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (ic) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive (subject to clause (iii) of the second proviso to this Section 10.01) any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (bd) unless agreed to by all change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (e) change any provision of this Section or the definition of “Required Lenders, (i) reduce the percentage of the aggregate Revolving Credit Commitments ” or of the aggregate unpaid principal amount of the Advances, or any other provision hereof specifying the number or percentage of LendersLenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or (f) release the Parent Guarantor from its obligations under Article XI hereof without the written consent of each Lender directly and adversely affected thereby (except as expressly permitted in the definition of “Redomestication”); and, provided, further, that shall be required for (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or any duties of them to take the Administrative Agent under this Agreement or approve, or direct the Agent to take, any action hereunder or under any other Loan Document Document; (including ii) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iv) this Agreement may be amended by the New Parent, the Parent Guarantor, the Borrower, and the Administrative Agent as contemplated by the last sentence set forth in the definition of “Required Lenders”), Redomestication; and (iiv) change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, Obligors and the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent to any departure by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of Administrative Agent may amend this Agreement or any other Loan Document requiring pro rata treatment of any Lendersin order to correct, amend, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Bankscure any ambiguity, the Swingline Lenderomission, if anyinconsistency, illegality, or defect therein, or to correct any typographical error or other manifest error in any Loan Document or otherwise effectuate the Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations intent of the Issuing Banks, the Swingline Lender, if any, parties hereto or the Agent, as applicable, hereunder or under any of the other Loan Documentsthereto. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of any provision of this Agreement or any other Loan Document, nor and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required LendersLenders and the Borrower, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) unless agreed waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, ; (id) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan, or forgive any interest thereon (provided fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required necessary to amend the definition of “Default Rate” or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any pay interest thereon, extend at the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase)Default Rate; (be) unless agreed to by all change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the Lenders, written consent of each Lender; or (if) reduce the percentage change any provision of the aggregate Revolving Credit Commitments this Section or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of this Agreement Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of the other Loan Documents requiringeach Lender; and, by its termsprovided further, the consent or approval of all the Lenders for such that no amendment, modificationwaiver or consent shall, waiver, discharge or termination thereof or any consent to any departure unless in writing and signed by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); and (c) unless agreed to by the Issuing Banks, the Swingline Lender, if any, or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such actionabove, affect the respective rights or obligations duties of the Issuing Banks, the Swingline Lender, if any, Administrative Agent under this Agreement or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Document. Notwithstanding anything to the foregoingcontrary herein, this Agreement may be amended (no Defaulting Lender shall have any right to approve or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with disapprove any proposed amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of “all Lenders or each Lender” or “each affected Lender directly that by its terms affects any Defaulting Lender more adversely than other affected thereby,” Lenders shall require the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Defaulting Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no (a) No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (excluding the Fee Letter), nor and no consent to any departure by the Borrower 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, (y) in the case of any other waiver or consent, by the Required Lenders (or by the Collateral Agent with the consent of the Required Lenders) and (z) in the case of any other amendment, by the Required Lenders (or by the Collateral Agent with the consent of the Required Lenders) and the Borrower, 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: (ai) unless agreed increase the Commitment of any Lender, reduce the principal (but not any mandatory or voluntary prepayment) of, or reduce the interest on, the Loans payable to by any Lender, reduce the amount of any fee payable for the account of any Lender (other than the Applicable Premium), or postpone or extend any scheduled date fixed for any payment of principal (but not mandatory or voluntary prepayment) of, or interest or fees (other than the Applicable Premium) on, the Loans payable to any Lender, in each case, without the written consent of each Lender directly and adversely affected thereby, (i) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), ; (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the Letter of Credit Expiration Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase); (b) unless agreed to by all of the Lenders, (i) reduce change the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, Loans that shall be is required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document without the written consent of each Lender; (including as set forth in iii) amend the definition of “Required 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 Agents and the Lenders, or release the Borrower or any Guarantor, in each case, without the written consent of each Lender; or (v) amend, modify or waive Section 4.2, Section 4.3 or this Section 11.2 without the written consent of each Lender directly and adversely affected thereby. (b) Notwithstanding anything to the contrary in Section 11.2(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) change any other amendment, waiver or consent to any provision of this Agreement (including Sections 4.1 and 4.2) that permits any Loan Party or any of their respective Affiliates to purchase Loans on a non-pro rata basis, become an eligible assignee pursuant to Section 11.7 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of the Required Lenders rather than the prior written consent of each Lender directly affected thereby; (iii) any Control Agreement, Guaranty, Mortgage, Security Agreement, Canadian Security Documents, collateral access agreement, landlord waiver, or other Loan Documents requiringagreement or document purporting to create or perfect a security interest in any of the Collateral (a “Collateral Document”) may be amended, by its terms, 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 approval of all the Lenders for any other Person if such amendment, modification, waiversupplement or waiver is delivered in order (A) to comply with local Requirements of Law (including foreign law or regulatory requirements) or advice of local counsel, discharge (B) to cure any ambiguity, inconsistency, omission, mistake or termination thereof or any consent to any departure by the Borrower therefromdefect, or (iiiC) change to cause such Collateral Document to be consistent with this Agreement and the other Loan Documents, and if the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, omission, mistake or waive defect, in each case, in any provision of any Loan Document (other than a Collateral Document), then the Administrative 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 Required Lenders within five (5) Business Days following receipt of notice thereof; (iv) no consent of any Loan Party shall be required to change any order of priority set forth in Sections 2.5(d) and Section 2.154.3; (v) the Administrative Agent will have the right to make Conforming Changes as set forth in Section 2.7(e) and/or Section 2.4(e) from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other provision of party to this Agreement or any other Loan Document requiring Document; (vi) the Administrative Agent, the Incremental Term Loan Lenders and the Loan Parties may enter into an Incremental Amendment as provided in Section 2.13; (vii) no Defaulting Lender or Affiliate thereof 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 treatment according to the Loans of any Lenders, all other Lenders in the aggregate (other than such Defaulting Lender or this Section 8.01 or Section 2.19(bAffiliate thereof); and (viii) the Agents and the Loan Parties may enter into an amendment to this Agreement in connection with the Loan Parties’ entry of the ABL Facility in the sole discretion of the Agents. (c) unless agreed If any action to be taken by the Issuing BanksLenders hereunder requires the consent, authorization, or agreement of all of the Lenders or any Lender affected thereby, and a Lender other than the Collateral Agent and the Administrative Agent and their respective Affiliates and Related Funds (the “Holdout Lender”) fails to give its consent, authorization, or agreement, then the Collateral Agent, upon at least five (5) Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute lenders (each, a “Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Business Days after the date such notice is given. Prior to the effective date of such replacement, the Swingline LenderHoldout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, if any, or the Agent in addition subject only to the Holdout Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 11.7. Until such time as the Replacement Lenders required as provided hereinabove to take such actionshall have acquired all of the Obligations, affect the respective Commitments, and the other rights or and obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, Holdout Lender hereunder or and under any of the other Loan Documents, the Holdout Lender shall remain obligated to make its Pro Rata Share of Loans. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, each Issuing Bank and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 8.07, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Amendments, Etc. Except as provided in Section 2.21 with respect to the extension of the then-existing Termination Date, no No amendment or waiver of of, or any consent to deviation from, any provision of this Credit Agreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, Fundamental Document shall in any event be effective unless the same shall be in writing and signed by the Borrower or the applicable Credit Party, as the case may be, and the Administrative Agent or the Required Lenders, as the case may be, and then acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given; provided, however, that no amendment, waiver or consent shallthat: (a) unless agreed also consented to in writing by each Lender directly affected thereby, no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Article VIII), it being understood that the amendment or waiver of an Event of Default or a mandatory reduction or a mandatory prepayment in Commitments shall not be considered an increase in Commitments, (ii) waive non-payment or postpone any date fixed by this Credit Agreement or any other Fundamental Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Fundamental Document, (iii) reduce or forgive the principal amount of any Advance of, or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of interest specified herein on, any Loan or forgive LOC Borrowing, or (subject to clause (v) of the last proviso of this Section 12.1) any interest thereon (provided fees or other amounts payable hereunder or under any other Fundamental Document; provided, however, that only the consent of the Required Lenders shall be required necessary (A) to amend the additional rates of interest charged during the continuance of an Event of Default as set forth in Section 2.8(a) or to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse pay such additional rates of interest (including with respect to LOC Borrowings) or (B) to amend any drawing financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Letter Loan or LOC Borrowing or to reduce any fee payable hereunder, (iv) change any provision of this Credit Agreement regarding pro rata sharing or any interest thereonpro rata funding with respect to (A) the making of advances (including participations), extend (B) the expiry date manner of any Letter application of Credit beyond the Letter payments or prepayments of Credit Expiration Dateprincipal, interest, or extend fees, (C) the time manner of payment application of any fees hereunder (other than fees payable to the Agent, the Arrangers, any Issuing Bank or the Swingline Lender, if any, for their own respective accounts)reimbursement obligations from drawings under Letters of Credit, or (iiiD) increase any Revolving Credit Commitment the manner of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver reduction of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);commitments and committed amounts, (bv) unless agreed to by all change any provision of the Lenders, (ithis Section 12.1(a) reduce the percentage of the aggregate Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including as set forth in the definition of “Required Lenders”), (ii) change ” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, or (vi) release all or substantially all of the Guarantors from their obligations under the Fundamental Documents (other than as provided herein or as appropriate in connection with transactions permitted hereunder); or (b) unless also consented to in writing by the Issuing Bank, no such amendment, waiver or consent shall affect the rights or duties of the Issuing Bank under this Credit Agreement or any of the other Loan LOC Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge or termination thereof or any consent relating to any departure Letter of Credit issued or to be issued by the Borrower therefrom, or (iii) change or waive any provision of Section 2.15, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.01 or Section 2.19(b); andit; (c) unless agreed also consented to in writing by the Issuing Banks, the Swingline Lender, if any, or the Agent in addition to the Lenders required as provided hereinabove to take no such action, affect the respective rights or obligations of the Issuing Banks, the Swingline Lender, if any, or the Agent, as applicable, hereunder or under any of the other Loan Documents. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) pursuant to an increase in the Revolving Credit Commitment pursuant to Section 2.18 with only the consents prescribed by such Section. (e) If, in connection with any proposed amendment, waiver or consent requiring shall affect the consent of “each Lender” rights or “each Lender directly affected thereby,” the consent duties of the Required Lenders is obtainedSwingline Lender under this Credit Agreement; and (d) unless also consented to in writing by the Administrative Agent, but no such amendment, waiver or consent shall affect the consent rights or duties of the Administrative Agent under this Credit Agreement or any other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred Fundamental Document; and provided however, that notwithstanding anything to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacementcontrary contained herein, (i) another bank no Defaulting Lender shall have any right to approve or other entity which is reasonably satisfactory to disapprove any amendment, waiver or consent hereunder, except that the Borrower, each Issuing Bank and the Agent shall agree, as Commitment of such dateLender may not be increased or extended without the consent of such Lender, (ii) each Lender is entitled to purchase for cash vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan that affects the Advances and other Obligations due to Loans, (iii) each Lender acknowledged that the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations provisions of Section 1126(c) of the Non-Consenting Lender Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to be terminated as allow a Credit Party to use Cash Collateral in the context of such date and to comply with the requirements of clause (b) of Section 8.07a bankruptcy or insolvency proceeding, and (iiv) the Borrower shall pay to such Non-Consenting Lender Fee Letter may be amended, or rights or privileges thereunder waived, in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender a writing executed only by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.11 and Section 2.14, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.04(e) had the Advances of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lenderparties thereto.