Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No An amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor a consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed or consented to in writing by the Majority Lenders and the BorrowerLenders, and then such a 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (a) waive any of the conditions specified in Section 3.01Article III, (b) except as contemplated by Sections 2.4, 2.5, 2.23 and 2.25, increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of any Advance or the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthis Agreement, (f) amend Section 2.11 or this Section 9.019.1, (g) amend the definition amend, waive or consent to any departure of “Majority Lenders,” any provision in Article VI or (h) except as provided below, release any Guarantor Borrower from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)guarantee in Article VI; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the Issuing Lender CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, CAF Advance Agent under this Agreement or any other Loan Document. No Lender or any Affiliate Note; provided, still further, that the guarantee of a Lender Borrower under Article VI shall have any voting rights be released automatically upon (i) the sale by the Company of such Borrower, provided that such sale is permitted under any Loan Document as this Agreement, or (ii) such Borrower ceasing to be a result of Borrower (it being understood that the existence of obligations owed Company and EPNGC shall never cease to it under Hedge Contractsbe a Borrower hereunder).

Amendments, Etc. No Subject to Section 2.19, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders and and, in the case of an amendment, 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 amendment, waiver, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the LendersBorrower or an Affiliate thereof), do any of the following: (a) waive or amend any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders (other than pursuant to Section 2.17 or 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthe definition of Majority Lenders, (f) amend Section 2.11 or this Section 9.01, 8.01 or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person waive or amend Section 6.04(a), any provision regarding pro rata sharing or (j) release any Collateral securing otherwise relates to the Obligations, except for releases distribution of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)payments among Lenders; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement Agreement; (ii) no amendment, waiver or any other Loan Document. No Lender consent shall, unless in writing and signed by each LC Issuer, in addition to the Lenders required above to take such action, affect the rights or any Affiliate duties of a Lender such LC Issuer under this Agreement; and (iii) no amendment, waiver or consent shall have any voting rights under any Loan Document as a result amend, modify or waive Section 2.19 without the prior written consent of the existence of obligations owed to it under Hedge ContractsAdministrative Agent and each LC Issuer.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor 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 or on behalf of the Majority Lenders Borrower and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by or on behalf of the Borrower and all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the place or the currency of the payments to be made on the Advances, (f) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by or on behalf of the Administrative Agent or the Issuing Lender Lead Arranger in addition to the Lenders Persons required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Lead Arranger under this Agreement or any other Loan DocumentNote. No Each Designating Lender may act on behalf of its Designated Lender with respect to any rights of its Designated Lender to grant or withhold any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of amendment, waiver or consent hereunder or with respect to the existence of obligations owed to it under Hedge ContractsNotes.

Amendments, Etc. No Subject to Section 8.16(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority 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, waiver or consent shall, shall (a) unless in writing and signed by all the LendersLenders (other than, in the case of the following clauses (i) through (iv), any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base aggregate amount of the Commitments (except pursuant to Section 2.07), (iii) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (civ) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; or (b) unless in writing and signed by each Lender that is directly affected thereby, do any of the following: (1) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Advances of such Lender or any fees or other amounts payable hereunder to such Lender hereunder, or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any LC Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such LC Issuing LenderBank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed amounts owing to it or accrued for its account under Hedge Contractsthis Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article V, (b) increase the Borrowing Base Commitment of any Lender hereunder or increase the Commitments of the LendersLenders that may be maintained hereunder or increase any Borrower Sublimit or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances, any Applicable Margin or any fees or other amounts payable hereunder or under any (other Loan Documentthan fees payable to the Administrative Agent pursuant to Section 2.02(b) hereof), (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend under the Maturity Date or Loan Documents (other than fees payable to the Commitment Termination DateAdministrative Agent pursuant to Section 2.02(b) hereof), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other the Loan DocumentDocuments, (f) amend Section 2.11 any Loan Document in a manner intended to prefer one or this Section 9.01more Lenders over any other Lenders, or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)10.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocument.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrowers, 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 amendment, waiver, waiver or consent shallshall be effective, unless (i) in writing and signed by all the Lenderseach Lender, to do any of the following: (a) waive any of the conditions specified in Section 3.01, (b1) increase the Borrowing Base Revolving Credit Maximum Amount (except in accordance with Section 1.3) or the Commitments of the Lendersany Lender's Revolving Loan Commitment, (c2) reduce the principal of, or interest on, the Notes any amount payable hereunder, other than those payable only to Agent or any fees or other amounts payable hereunder or under any other Loan DocumentIssuing Lender in its capacity as such, which may be reduced by Agent unilaterally, (d3) decrease any interest rate payable hereunder, (4) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, other than those payable only to Agent in its capacity as such, which may be postponed by Agent unilaterally, (e5) change increase any advance percentage contained in the percentage definition of the term "Borrowing Base", (6) reduce the number of Lenders which that shall be required for the Lenders or any of them to take any action hereunder, (7) release or discharge any Person liable for the performance of any obligations of any Borrower hereunder or under any other of the Loan DocumentDocuments, (f) 8) amend Section 2.11 any provision of this Agreement that requires the consent of all Lenders or this Section 9.01consent to or waive any breach thereof, (g9) amend the definition of “the term "Majority Lenders,” ", (h10) amend this Section 12.2 or (11) release any Guarantor from its obligations under any Guaranty other than as a result substantial portion of a transaction the Collateral, unless otherwise permitted hereby, (i) permit the Borrower or any Subsidiary pursuant to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), 11.7 hereof; or (jii) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Xxxxxxx Xxxxxx in addition to the Lenders required above to take such action, affect the rights or duties of Issuing Lender under this Agreement or any other Loan Document or (iii) in writing and signed by Agent in addition to the Administrative Lenders required above to affect the rights or duties of Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender If a fee is to be paid by Borrowers in connection with any waiver or amendment hereunder, the agreement evidencing such amendment or waiver may, at the discretion of Agent (but shall not be required to), provide that only Lenders executing such agreement by a specified date may share in such fee (and in such case, such fee shall be divided among the applicable Lenders on a pro rata basis without including the interests of any Affiliate of a Lender shall Lenders who have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsnot timely executed such agreement).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders and the BorrowerLenders, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders (except pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes A Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes A Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(except pursuant to Section 2.16), (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, or under any other Loan Document, (f) amend Section 2.11 2.16, Section 2.18 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement; and provided further, that no amendment, modification, termination or waiver of the Issuing principal amount of any B Advance or payments or prepayments by the Borrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall be effective without the written concurrence of the Lender which has funded such B Advance and provided, further that no amendment of Section 2.19 shall be effective without the written consent of each Granting Lender, as the case may be, under this Agreement all or any other Loan Document. No Lender or any Affiliate part of a Lender shall have any voting rights under any Loan Document as a result whose outstanding Loans is being funded by an SPC at the time of the existence of obligations owed to it under Hedge Contractssuch amendment.

Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority 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 that, no amendment, waiver, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base Commitment of any Lender or extend the Commitments of the Lenders(except pursuant to Section 2.06 or 2.07), (ciii) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Loans or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the definition of Required Lenders or change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jvi) release amend or waive this Section 8.01 or any Collateral securing the Obligations, except for releases provision of Collateral sold as permitted by this Agreement and except for releases that requires pro rata treatment of Collateral as permitted under Section 8.08(b)the Lenders; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any LC Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such LC Issuing LenderBank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Notes, nor 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 Majority Lenders Borrower and the BorrowerRequired 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 (i) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aA) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eB) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or the number of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jC) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by amend this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Required Lenders and each Lender that has or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, is owed obligations under this Agreement or the Notes that are modified by such amendment, waiver or consent, (A) increase the Commitment of such Lender or subject such Lender to any other Loan Document. No additional obligations, (B) reduce the principal of, or interest on, the Advances made by such Lender or any Affiliate fees or other amounts payable hereunder to such Lender, (C) postpone any date fixed for any payment of a interest on the Advances made by such Lender shall have or any voting rights under any Loan Document as a result fees or other amounts payable hereunder to such Lender, (D) extend the Maturity Date or (E) amend or waive the application of the existence of obligations owed to it under Hedge ContractsSection 2.14.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Documents, nor 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 Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders other than as provided in Section 2.05(b), (c) reduce the principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend or waive the provisions of Section 2.11 1 of the Subsidiary Guaranty to reduce or limit the scope of the obligations under or in respect of this Section 9.01, Agreement which are being guaranteed by the Newspaper Subsidiary under the Subsidiary Guaranty or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, no amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Subsidiary Guaranty, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender, except for clause (v) hereof), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the initial Borrowing, Section 3.02, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders of any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders, (civ) amend Section 2.13, (v) amend this Section 8.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiv) change the percentage order of Lenders which shall be required for application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Banks, 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 amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.01(b) of this Agreement without the written consent of each Bank; (bii) increase the Borrowing Base Commitment of any Bank or subject any Bank to any additional obligations without the Commitments written consent of the Lenders, such Bank; (ciii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder hereunder, without the written consent of each Bank to whom such amount is payable; provided, however, that only the consent of the Required Banks shall be necessary to amend the default rate of interest payable pursuant to Section 2.07(a), Section 2.07(b) or under Section 2.07(c) hereof or to waive any other Loan Documentobligation of the Borrower to pay interest or Letter of Credit Fees at the default rate specified in Section 2.04 or Section 2.07(c), as applicable; (div) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend without the Maturity Date or the Commitment Termination Date, written consent of each Bank to whom such amount is payable; (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (gv) amend the definition of “Majority Lenders,Required Banks” without the written consent of each Bank; (hvi) amend Section 2.15 in a manner that would alter the pro rata sharing of the payments required thereby or this Section 8.01 of this Agreement without the written consent of each Bank; or (vii) except as provided in Section 8.01(b) and to the extent the release of any Subsidiary Guarantor from its obligations under any Guaranty other than as a result of a transaction the Guarantee is permitted hereby, pursuant to Section 7.09 (i) permit in which in each such case such release may be made by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(aAdministrative Agent acting alone), release all or (j) release any Collateral securing substantially all of the Obligations, except for releases value of Collateral sold as permitted by this Agreement and except for releases the Guarantee without the written consent of Collateral as permitted under Section 8.08(b)each Bank; and provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence Notes and (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Banks required above to take such action, affect the rights or obligations of obligations owed to it the Issuing Banks under Hedge Contractsthis Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release all or substantially all of the Guarantors or otherwise limit all or substantially all of the Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest (other than default interest) on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, any of the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, except for releases Termination Date in respect of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)the Facility; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release all or substantially all of the Guarantors or otherwise limit all or substantially all of the Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest (other than default interest) on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, except for releases Termination Date in respect of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)the Facility; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01the definition of "Committed Currencies" to add any additional currency, (g) amend reduce or limit the definition obligations of “Majority Lenders,” the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor's liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except, in each case, to the extent contemplated in Section 2.18), (cv) reduce the principal of, or interest on, the Notes Notes, or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (vii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyprovided by Section 2.16; provided further that no amendment, (i) permit waiver or consent shall, unless in writing and signed by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Swing Line Bank, or (j) release any Collateral securing each Issuing Bank, as the Obligationscase may be, except for releases in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold the Swing Line Bank, or of the Issuing Banks, as permitted by the case may be, under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerBorrowers, 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, waiver or consent shall, unless in writing and signed by all the LendersLenders and the Borrowers, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any scheduled payment or prepayment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ed) change the percentage number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Credit Document, (fe) amend Section 2.11 2.12 or this Section 9.0110.01, (g) amend the definition of “Majority Lenders,” (hf) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyits Guaranty, (ig) permit the Borrower release all or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)substantial portion of the Collateral, or (jh) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)"Majority Lenders"; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank, as applicable, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may beapplicable, under this Agreement or any other Loan Document. No Lender or Credit Document and (iii) no waiver of any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconditions specified in Article III shall be effective against any Lender not executing such waiver.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower and the BorrowerMajority Banks, 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, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive increase the Commitments of any of the conditions specified in Section 3.01Banks or subject any of the Banks to any additional obligations, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend hereunder, (d) take action which requires the Maturity Date or signing of all the Commitment Termination DateBanks pursuant to the terms of this Agreement, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement or under any other Loan Credit Document, (f) amend Section 2.11 release the Guarantor or this Section 9.01, otherwise change any obligation of the Guarantor to pay any amount payable by the Guarantor hereunder or (g) amend this Section 10.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the definition Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of “Majority Lenders,” (h) release any Guarantor from its obligations the Administrative Agent under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Credit Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Guarantor in addition to the Lenders any other party required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights Guarantor under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsCredit Document.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)to which Borrower is a party, nor any 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 agreed or consented to by the Majority Required Lenders and the Borrower, 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 amendment, waiver, or consent shall, unless in writing and signed by all of the LendersLenders and Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documentto the Lenders, (dbut not the Administrative Agent) hereunder; (c) alter the allocation among Lenders of, or postpone any date fixed for any payment or prepayment (whether or not mandatory) of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend to the Maturity Date Administrative Agent or the Commitment Termination Date, Lenders hereunder; (ed) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in this Section 13.9; or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any material Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing material portion of the ObligationsCollateral, except for releases of Collateral sold as permitted by in accordance with the relevant Loan Document. Notwithstanding anything to the contrary contained in this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedSection, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to Article XII without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks 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 shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified in Section 3.01Banks, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder hereunder, (d) amend Section 2.16 or extend the Maturity Date or the Commitment Termination Datethis Section 9.1, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty the Guaranty, other than as a result the release of a transaction permitted herebyany Guarantor's obligations under the Guaranty in accordance with Section 6.8, (if) permit release any Lien in favor of the Agent for the benefit of the Banks on Property of the Borrower or any Subsidiary to enter into any merger Guarantors, except as contemplated by the Security Agreements or consolidation with or into any other Person or amend as provided in Section 6.04(a2.17(e) and (f), or (jg) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)"Majority Banks"; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, any Co-Documentation Agent or the any Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent, such Co-Documentation Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender , and (ii) no waiver or consent to departure from any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconditions specified in Section 3.1 or 3.2 shall be effective unless in writing and signed by the Majority Banks and the Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or change the definition of “Required Lenders”, (iii) reduce or limit the obligations of the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor’s liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (iv) amend this Section 9.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby, do any of the following: (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (diii) other than as provided in Section 2.21, extend the Commitments of the Lenders or postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (giv) amend the definition of “Majority Lenders,Committed Currencies” to add any additional currency, and provided further that (hx) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02 without the written consent of each Lender, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations without the written consent of each affected Lender, (c) reduce the principal of, or interest on, the Notes Advances or any the fees or other amounts payable hereunder or under any other Loan Documentwithout the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20 or 2.22) or any fees or other amounts payable hereunder or extend fee without the Maturity Date or the Commitment Termination Datewritten consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder without the written consent of each Lender or under any other Loan Document, (f) amend Section 2.11 or this Section 9.018.01 or Section 2.21(a)(ii) without the written consent of each Lender (it being understood that, (g) amend the definition for purposes of this proviso, “Majority Lenders,Lender” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit shall not include the Borrower or any Subsidiary to enter into of its Affiliates, if a Lender, at the time of any merger such amendment, waiver or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bconsent); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAdministrative 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 shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified Banks in Section 3.01excess of $400,000,000, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ed) change the percentage of Lenders the Commitments of the Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Credit Document, (e) amend this Section 11.01, (f) amend Section 2.11 or this Section 9.01the definition of “Required Lenders”, (g) amend the definition of “Majority Lenders,” Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty; provided that the Administrative Agent can, if no Default then exists, release any Guaranty other than as Subsidiary of the Borrower which no longer is a result Property Owner of a transaction permitted herebyan Unencumbered Property, (i) permit modify any provisions requiring payment to be made for the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)ratable account of the Banks, or (j) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)“Pro Rata Share”; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result In addition, none of the existence following decisions shall be made without the written consent of obligations owed to it under Hedge Contracts.the Required Lenders:

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than Guaranteed Hedge Agreements, for which the Fee Letterterms of such agreements shall govern and control), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) amend this Section 10.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cv) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvi) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (vii) extend the Maturity Date or the Commitment Termination Date, other than as provided by Section 2.16, (eviii) change the percentage of Lenders which shall modify any provisions requiring payment to be required made for the Lenders ratable account of the Lenders, or any of them to take any action hereunder or under any other Loan Document, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release Pro Rata Share; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of any Guarantor from its obligations Issuing Bank, as the case may be, under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations (except as set forth in Section 2.17), (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release any Collateral securing extend the Obligations, Termination Date in respect of either Facility (except for releases of Collateral sold as permitted provided by this Agreement and except for releases of Collateral as permitted under Section 8.08(b2.16); provided further that (A) no amendment, waiver or consent shall, unless in writing and providedsigned by the Swing Line Bank or each Issuing Bank, furtheras the case may be, that in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any --------------- provision of this Agreement, Agreement or the Revolving Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or -------- ------- consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.01 or 3.02 (bii) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eiii) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Revolving Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (fiv) amend Section 2.11 or this Section 9.01, 8.01 and (gb) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each affected Lender (other than the Designated Bidders), do any of the following: (i) reduce the principal of, or interest on, the Revolving Notes or any fees or other amounts payable hereunder or (ii) postpone any date fixed for any scheduled payment of principal of, or interest on, the Revolving Notes or any fees or other amounts payable hereunder; provided -------- further that no amendment, waiver or consent shall, unless in writing and signed ------- by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Revolving Note. No amendment or waiver of any provision of any Competitive Bid Note or the Issuing Lenderterms and conditions of any Offer or any Competitive Bid Advance accepted by the Borrower in writing pursuant to Section 2.15(a)(iii)(y), 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 Lender payee of such Competitive Bid Note or the Lender which has made, or offers to make, such Competitive Bid Advance, as the case may be, under this Agreement and then any such waiver or any other Loan Document. No Lender or any Affiliate of a Lender consent shall have any voting rights under any Loan Document as a result of be effective only in the existence of obligations owed to it under Hedge Contractsspecific instance and for the specific purpose for which given.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document Credit Documents (other than the Fee LetterRate Protection Agreements), nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrower and the BorrowerRequired 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 amendment, waiver, waiver or consent shall, unless in writing and signed by the Borrower and all the Lenders, Lenders do any of the following: (ai) waive any of the conditions specified in Section 3.014.01, (bii) increase the Borrowing Base Commitments or other contractual obligations to the Commitments of the LendersBorrower under this Agreement, (ciii) reduce the principal amount of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of the principal amount of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) agree to release any Guarantor Credit Party from its obligations under any the Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower Agreement or any Subsidiary to enter into any merger of the Security Documents or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligationswith respect to a Credit Party, except (x) in connection with an Asset Sale permitted pursuant to Section 7.04(a), (b), (c), (d) or (e) above where no consent of the Lenders shall be required for releases such release, (y) in connection with the incurrence of Collateral sold as Indebtedness permitted by pursuant to Sections 7.01(h) and 7.02(f), where the consent of the Super-Majority Lenders shall be required, (vii) modify the definition of "Required Lenders" or "Super-Majority Lenders" or (viii) modify this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided10.02. Notwithstanding the foregoing, further, that no amendment, waiver or consent shall, unless in writing and signed by the Borrower and the Administrative Agent Agent, the Issuer or the Issuing Swingline Lender in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent Agent, the Issuer or the Issuing Swingline Lender, as the case may be, respectively under this Agreement or under any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. (a) No amendment amendment, waiver or waiver other modification of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Credit Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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 amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders directly affected thereby do any of the following: (ai) waive any of the conditions specified in Section 3.01Sections 5.01 or 5.03, (bii) increase the Borrowing Base Commitments or other contractual obligations to the Commitments of the LendersBorrower or L/C Account Parties under this Agreement, (ciii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of principal of, or interest on, the Notes or any fees or other amounts payable hereunder respecting any Letters of Credit or extend the Stated Maturity Date or the Commitment Termination Date, (ev) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder, (vi) [Intentionally omitted], (vii) release any Collateral which constitutes Borrowing Base Assets (other than, in each case, as specifically permitted or under any other Loan contemplated in this Agreement or the applicable Security Document, (f) amend Section 2.11 or this Section 9.01including in connection with any permitted sale of assets), (g) amend the definition of “Majority Lenders,” (hviii) release any Guarantor from its obligations under any Guaranty Agreement (other than as a result specifically permitted or contemplated in this Agreement or the applicable Security Document, including in connection with any permitted sale of a transaction permitted herebythe capital stock or ownership interests of such Guarantor), (ix) modify the definitions of the term “Domestic Borrowing Base” (or any defined term used therein), except to the extent expressly stated therein, (x) amend this Section 11.02, Section 11.06 or the final paragraph (including all subparagraphs thereof) of Section 9.17(d), or (xi) amend the definition of the term Payment Office. Notwithstanding the foregoing, (i) permit no amendment, waiver or consent shall, unless in writing and signed by the Borrower Domestic Agent or any Subsidiary the Collateral Agent, as the case may be, in addition to enter into any merger the Lenders required hereinabove to take such action, affect the rights or consolidation with duties of the Domestic Agent or into the Collateral Agent, as the case may be, under this Agreement, or under any other Person Credit Document, (ii) no amendment, waiver or amend Section 6.04(a)consent to the provisions of Article II-A shall be made without the written consent the L/C Issuers, or and (jiii) the Collateral Agent shall not need the consent of any Lenders to release any Collateral, if the release of such Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)is otherwise expressly contemplated herein; and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to all the Lenders required above to take such action, affect do the rights following: release all or duties substantially all of the Administrative Agent Collateral or the Issuing Lenderrelease any Security Document (other than, in each case, as the case may be, under specifically permitted or contemplated in this Agreement or the applicable Security Document, including in connection with any other Loan Document. No Lender or any Affiliate permitted sale of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsassets).

Amendments, Etc. (i) No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 116 in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (a) waive extend the expiration date of any Letter of Credit beyond the first anniversary of the conditions specified in Section 3.01Termination Date of the relevant Issuing Bank, (b) increase the Borrowing Base reduce any fees or the Commitments of the Lendersother amounts payable hereunder to such Lender, (c) postpone any date fixed for any payment of any fees or other amounts payable hereunder to such Lender, (d) change the percentage of the Commitments or of the Total Outstandings, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (e) release the guarantee set forth in Section 10.01 or (f) amend this Section 9.01, Section 9.07(j), Section 1.07 or Section 2.13; and provided further that (1) no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent, and any Issuing Bank or any Swing Loan Bank, as the case may be, under this Agreement or any other Loan Document, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, such Issuing Bank or such Swing Loan Bank, as the case may be, in addition to the Lenders required above to take such action, (2) no amendment, waiver or consent shall affect the rights or duties of any Lender that has made a Competitive Bid Loan unless such amendment, waiver or consent is in writing and signed by such Lender in respect of such Competitive Bid Loan, in addition to the Lenders required above to take such action, (3) subject to the provisions of Section 2.06 and 2.15, no amendment, waiver or consent shall reduce the principal of, or interest on, the Notes Revolving Loans or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination DateRevolving Loans, unless in each case signed by each Lender affected thereby, (e4) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shallshall reduce the principal of, or interest on, the Swing Loans or postpone any date fixed for any payment of principal of, or interest on, the Swing Loans, unless in writing and each case signed by all of the Administrative Agent Swing Loan Banks, (5) no amendment, waiver or consent shall reduce the Issuing Lender principal of, or interest on, the Letter of Credit Loans or postpone any date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in addition each case signed by each affected Lender, (6) subject to the Lenders required above to take such actionprovisions of Sections 2.06 and 2.15, affect no amendment, waiver or consent shall extend the rights or duties Termination Date of the Administrative Agent Commitment or increase the Commitment of any Lender, Swing Loan Bank or Issuing Bank or subject any Lender, Swing Loan Bank or Issuing Bank to any additional obligations, unless signed by such Lender, Swing Loan Bank or Issuing Bank, as the case may bebe and (7) any amendment to a ratio or requirement that is contemplated pursuant to Section 1.03(b) shall require a writing signed only by the Company and the Administrative Agent. Notwithstanding anything to the contrary herein, under this Agreement or any other Loan Document. No Lender or any Affiliate of a no Defaulting Lender shall have any voting rights under right to approve or disapprove any Loan Document as a result 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 existence applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of obligations owed to it under Hedge Contractsany 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.

Amendments, Etc. No Except as provided in Sections 2.08(e), 8.13 and 9.08, no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Borrower, or any Subsidiary prior to the Guaranty Release Date, the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02 without the written consent of each Lender, (b) increase or extend the Borrowing Base or scheduled date of the expiration of the Commitments without the written consent of the Lenderseach affected Lender, (c) reduce the principal of, or interest on, the Notes Advances or any the fees or other amounts payable hereunder or under any other Loan Documentwithout the written consent of each affected Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20 or 2.22) or any fees or other amounts payable hereunder or extend fee without the Maturity Date or the Commitment Termination Datewritten consent of each affected Lender, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of Advances, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentwithout the written consent of each Lender, (f) amend release (except as expressly provided in Section 2.11 9.03 or this Section 9.01, 9.08) the Guarantor from the Guaranty (including by limiting liability in respect thereof) without the written consent of each Lender or (g) amend this Section 8.01 without the definition written consent of each Lender (it being understood that, for purposes of this proviso, “Majority Lenders,Lender” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit shall not include the Borrower or any Subsidiary to enter into of its Affiliates, if a Lender, at the time of any merger such amendment, waiver or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bconsent); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Designated Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Designated Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend hereunder; (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend Section 2.11 or this Section 9.019.01 or (iv) other than in accordance with Section 6.01(d), (g) amend the definition release either Borrower from all of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, hereunder; (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base”; (d) unless in writing and signed by the Agent or and the Issuing Lender Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or and the Issuing LenderCo-Collateral Agents, as the case may beapplicable, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of a Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender shall have (in addition to the Lenders required above to take such action), amend, modify or waive any voting rights under any Loan Document as a result provision of the existence of obligations owed to it under Hedge ContractsArticle III.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any modify the definition of Required Lenders or otherwise change the percentage vote of the conditions specified in Section 3.01Lenders required to take any action under this Agreement or any other Loan Document, (bii) release the Borrower with respect to the Obligations or, except to the extent expressly permitted under this Agreement, reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations, (iii) permit the Loan Parties to encumber the Unencumbered Assets, except as expressly permitted in the Loan Documents, (iv) amend this Section 9.01, (v) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, other than as provided by Section 2.17, (cvi) forgive or reduce the principal of, or interest on, the Notes Obligations of the Loan Parties under the Loan Documents or any fees or other amounts payable hereunder or under any other Loan Documentthereunder, (dvii) postpone or extend any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or hereunder, (viii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthan as provided by Section 2.16, (fix) amend Section 2.11 or this Section 9.01, (g) amend modify the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Pro Rata Share, or (jx) release modify Section 2.11(f) or any Collateral securing provisions requiring payment to be made for the Obligationsratable account of the Lenders; provided further that no amendment, except for releases waiver or consent shall, unless in writing and signed by each Issuing Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of Collateral sold as permitted by any Issuing Bank under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further still that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than to which the Fee Letter)Borrower is a party, nor consent to any departure by the Borrower or from any Subsidiary therefromLoan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks 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, waiver or consent shall, unless in writing and signed by all the LendersBanks and the Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b1) increase the Borrowing Base or the Commitments of the Lenders, Banks (cexcept as provided in Section 2.22) or the Swing Loan Commitment of the Swing Line Bank or subject the Banks to any additional obligations; (2) reduce the principal of, or interest on, the Notes or any fees or (other amounts payable hereunder or under any other Loan Document, than the Agent's fees) hereunder; (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or (other amounts payable hereunder or extend than the Maturity Date or the Commitment Termination Date, Agent's fees) hereunder; (e4) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Banks which shall be required for the Lenders Banks or any of them to take any action hereunder (including, without limitation, any change in the number of Banks required to extend the Termination Date under the provisions of Section 2.19); (5) release any Significant Guarantor; or under (6) amend, modify or waive any other Loan Document, (f) amend Section 2.11 provision of Article X or this Section 9.0111.01; and, provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent or the Swing Line Bank (gas applicable) amend in addition to the definition Banks required above to take such action, affect the rights or duties of “Majority Lenders,” the Agent or the Swing Line Bank (has applicable) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebythe Loan Documents; and, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights Bank under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsLoan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders and the BorrowerLenders, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any increase the Commitments or the Commitment Amounts of the conditions specified Lenders or subject the Lenders to any obligations in Section 3.01, addition to those set out in this Agreement; (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal ofof any outstanding Loans, or the rate of interest on, or fees on any of the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Document, hereunder; (dc) postpone any date fixed for any payment of principal of, or interest onor fees in respect of, the Notes any Loans or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, hereunder; (ed) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder under this Agreement (including, without limitation, the definition of Majority Lenders); (e) change any currency or under mode of calculation or computation of any other Loan Document, payment required hereunder; (f) amend Section 2.11 or this Section 9.01, 12.7 or subsection 8.1(l); or (g) amend amend, release or waive or consent to any departure from any matter stated to require approval or consent of all the definition of “Majority Lenders,” (h) release . Except as otherwise specifically provided herein, the Lenders shall use reasonable good faith efforts to respond to any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit written request by the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above permission to take such action, affect the rights any action which is or duties of the Administrative Agent or the Issuing Lender, as the case may be, be prohibited under this Agreement or any other Loan Document. No Lender or any Affiliate Section within 20 Business Days of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsreceipt thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change decrease the percentage of Lenders which (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty issued by it or, except in connection with a permitted asset sale, release such Guarantor or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Agents and the Lender Parties, (iii) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents, (iv) amend Section 2.11 2.13 or this Section 9.018.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as any Lender that is, at such time, a result of Defaulting Lender) that has a transaction permitted herebyCommitment under the Revolving Credit Facility if such Lender is directly affected by such amendment, waiver or consent, (i) permit increase the Borrower Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any Subsidiary fees or other amounts payable hereunder to enter into such Lender, (iii) postpone any merger or consolidation with or into date fixed for any other Person or amend Section 6.04(a)scheduled payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (jiv) release change the order of application of any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under prepayment set forth in Section 8.08(b)2.06 in any manner that materially affects such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Swing Line Bank or an Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of such Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders and the BorrowerLenders, 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, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Borrower or any of its Affiliates, if a Lender, at the time of any such amendment, waiver or consent), do any of the following: (a) waive any of the conditions specified in Section 3.014.01 or 4.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders (other than as provided in Section 2.19) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any reimbursement obligation in respect of any Letters of Credit or the fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than as provided in Section 2.20), any reimbursement obligation in respect of any Letters of Credit or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datefee, (e) change the percentage of Lenders the Commitments, LC Commitments or of the aggregate unpaid principal amount of Advances or Letter of Credit Liability, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or each Issuing Bank, as the Issuing Lender case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may berespectively, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No Except as otherwise contemplated by Section 8.07 and the Subsidiary Guaranty, no amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Subsidiary Guaranty, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender, except for clause (v) hereof), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders of any of them to take any action hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty issued by it or release such Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties, (iv) amend Section 2.13, or (v) amend this Section 8.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under the Revolving Credit Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender (including any increase pursuant to Section 2.18), (cii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateto such Lender, (eiv) change the percentage order of Lenders which shall be required for the Lenders or application of any of them to take prepayment set forth in Section 2.06 in any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)manner that materially affects such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Lender Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.Second Amended and Restated Alliance Credit Agreement

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) except as otherwise provided in Section 7.08, reduce or limit the obligations of any Guarantor under Section 7.01 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders, (civ) release all or substantially all of the Collateral in any transaction or series of related transactions, or (v) amend Section 2.10 or this Section 9.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under any of the Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. No Lender or Notwithstanding the foregoing, neither the consent of any Affiliate Agent nor the consent of a any Lender shall have be required to effectuate any voting rights under any Loan Document as a result amendments, modifications, waivers or releases required by the terms of Section 2.5 and/or Section 2.8 of the existence of obligations owed to it under Hedge ContractsSecond Lien Intercreditor and Subordination Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor 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 Majority Lenders and the Borrower, 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 amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, affected Lenders and the Borrower do any of the following: (a) waive reduce the rate of interest on any of Loan or obligation or reduce any fee payable to the conditions specified in Section 3.01Lenders, (b) increase the Borrowing Base reduce or the Commitments of the Lenders, (c) reduce forgive the principal of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dc) postpone any date fixed for any payment of principal (excluding any mandatory prepayment) of, or interest on, the Notes Loans or any fees or other amounts payable hereunder or extend hereunder, (d) reduce the Maturity Date or percentage specified in the Commitment Termination Datedefinition of Majority Lenders, (e) extend the expiration of or change the percentage of any of the Commitments or increase the number of the Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 require additional consents, to be obtained with respect to the sale or this Section 9.01any assignment or participation of any Lenders hereunder, (g) release all or substantially all of the Guarantees or the Liens of the Administrative Agent and the Lenders on all or substantially all of the Collateral (other than to the extent permitted by Section 8.10(b)(i), (vi) or (vii) hereof), (h) amend Section 9.17 or the definition of “Alternative Currency” without the written consent of each Lender in a manner which is more burdensome to the Lenders; or (i) amend this Section 9.1 or otherwise modify the voting provisions of this Agreement or amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, shall (i) unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, (ii) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Issuing Lender, as the case may be, Swing Line Lender under this Agreement or (iii) effect an increase in any of the Commitments of any Lender without such Lender’s express written approval. If, in connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, the consent of Majority Lenders is obtained but the consent of other Loan Document. No Lenders whose consent is required is not obtained (any such Lender or any Affiliate of whose consent is not obtained as described in this Section 9.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, an assignee acceptable to the Administrative Agent shall have any voting rights under any Loan Document the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as a result the Administrative Agent or such Assignee, all of the existence interests, rights and obligations under this Agreement (including, without limitation, the Commitments and the Revolving Credit Percentage of obligations owed the Obligations) of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall not be effective until the Administrative Agent shall have received from such assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such assignee shall agree to be bound by the terms hereof. Each Lender agrees that, if it under Hedge Contractsbecomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid.

Amendments, Etc. No amendment or waiver of Subject to Section 2.11(g), (a) neither this Agreement nor any other Transaction Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the NotesBorrower, the Administrative Agent and the Majority Lenders, except in the case of any agreement, amendment or modification required to effectuate an increase in the Commitments then in effect, which agreement, amendment or modification shall require the consent of the Borrower, the Guarantor, the Administrative Agent and each Lender consenting to such increase in the Commitments, (ii) in the case of any other Loan Document (other than the Fee Letter)Transaction Document, nor consent pursuant to any departure an agreement or agreements in writing entered into by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Administrative Agent and the Borrower, and then such waiver or consent shall be effective only with (except in the specific instance and case of the Administrative Agent Fee Letter) the consent of the Majority Lenders, or (iii) with respect to certain matters relating to the Collection Account, as provided in Section 5.2(l); provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Advance or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (C) postpone any scheduled date of payment of the principal amount of any Advance, or any date for the specific purpose for which given; providedpayment of any interest, however, that no amendment, waiverfees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent shallof each Lender (including any such Lender that is a Defaulting Lender) affected thereby, unless in writing and signed by all the Lenders, do (D) change any of the following: (a) waive any provisions of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend or the definition of “Majority Lenders,” or any other provision of any Transaction Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyany Defaulting Lender) directly affected thereby, (iE) permit change Section 10.7(b), (F) change the Borrower provisions of Section 2.14 relating to the extension of the Availability Period End Date, or the consent requirements with respect thereto, except with the consent of each Lender (other than any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(aDefaulting Lender), or (jG) release all or substantially all of the Collateral without the written consent of each Lender (other than any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bDefaulting Lender); and provided, further, that no amendment, waiver such agreement shall amend or consent shall, unless modify the definition of “Borrowing Base” or any constituent term thereof in writing and signed by the Administrative Agent or the Issuing Lender in addition a manner that is adverse to the Lenders required above to take without the written consent of each Lender (other than any Defaulting Lender); provided, further that no such actionagreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or hereunder without the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result prior written consent of the existence Administrative Agent (it being understood that any amendment to Section 10.7 shall require the consent of obligations owed the Administrative Agent). The Administrative Agent may also amend Exhibit E attached hereto to it under Hedge Contractsreflect assignments entered into pursuant to Section 10.8. Notwithstanding anything herein to the contrary, no Loan Note nor Exhibit C attached hereto may be amended without the prior express written consent of Xxxxxxx Mac.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be modified or supplemented only by an instrument in writing signed by the Company, the NotesAdministrative Agent and the Required Lenders, or by the Company and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; PROVIDED that: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, or extend the term of any of the Commitments, or extend the time or waive any requirement for the reduction or termination of any of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan, or any other Loan Document fee hereunder, (other than iii) reduce the Fee Letter)amount of any such payment of principal, nor consent to any departure by (iv) reduce the Borrower rate at which interest is payable thereon or any Subsidiary therefromfee is payable hereunder, shall (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the definition of the term "Required Lenders", or modify in any event be effective unless other manner the same shall be in writing and signed by number or percentage of the Majority Lenders and the Borrowerrequired to make any determinations or waive any rights hereunder or to modify any provision hereof, 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(viii) release any Obligor hereunder, or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aix) waive any of the conditions specified precedent set forth in Section 3.01, 7.1 hereof; (b) increase any modification or supplement of Section 11 hereof shall require the Borrowing Base or the Commitments consent of the Lenders, Administrative Agent; and (c) reduce any modification or supplement of Section 6 hereof shall require the principal of, or interest on, consent of each Subsidiary Guarantor (PROVIDED that any Subsidiary of the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them Company may become a party to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than Agreement as a result of a transaction permitted hereby, (i) permit the Borrower or any "Subsidiary to enter into any merger or consolidation with or into any other Person or amend Guarantor" hereunder as provided in Section 6.04(a9.13 hereof), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or participations in Letters of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) increase no amendment, waiver or consent shall, unless in writing and signed by the Borrowing Base Required Lenders and each Lender that has or the Commitments is owed obligations under this Agreement that are modified by such amendment, waiver or consent, do any of the Lendersfollowing: (i) increase any Commitment of such Lenders other than as provided in Section 2.18 or extend any Commitment of such Lender other than as provided in Section 2.19, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provided in Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)2.19; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor 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 Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article VI, (bii) increase the Borrowing Base or the Commitments of the LendersLenders that may be maintained hereunder (other than pursuant to Section 2.03(d)), (ciii) reduce or forgive the principal of, or interest on, any Loan, the Notes commitment fee payable pursuant to Section 2.02(a) or other any fees or other amounts payable hereunder or under any (other Loan Documentthan fees payable to the Administrative Agent pursuant to Section 2.02(b)), (div) postpone any date fixed for any payment of principal of, or interest on, the Notes any Loan or any fees or other amounts payable hereunder (other than fees payable to the Administrative Agent pursuant to Section 2.02(b)) (except with respect to any modifications of the provisions relating to amounts, timing or extend application of prepayments of Loans and other Obligations which modification shall require only the Maturity Date or approval of the Commitment Termination DateRequired Lenders), (ev) change the definition of “Required Lenders” contained in Section 1.01 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) amend amend, waive or modify Section 2.11 2.03(b) or this Section 9.0111.01, (g) amend the definition of “Majority Lenders,” (hvii) release the Collateral Agent’s Lien on all of the Collateral or any Guarantor from its obligations under any Guaranty other than portion of the Collateral in excess of $50,000,000 (except as a result of a transaction permitted herebyprovided in Section 10.03(b)), (iviii) permit extend the Borrower Commitment Termination Date or the Maturity Date, (ix) amend, waive or modify any Subsidiary to enter into any merger or consolidation with or into any other Person or amend provision of Section 6.04(a5.01(g), 5.05 or 5.07 that provides for or ensures ratable distributions to the Lenders or (jx) release amend, waive or modify any Collateral securing provision of Section 4.02 that requires each Letter of Credit to have a stated expiry date no later than five (5) Business Days (or, in the Obligationscase of any commercial Letter of Credit, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)thirty (30) Business Days) prior to the Commitment Termination Date; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative each affected Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of any Agent under this Agreement or any other Loan Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Administrative Agent Lenders required above to take such action, affect the rights or the duties of any Issuing Lender, as the case may be, Bank under this Agreement or any other Loan Document. No Lender Any request from the Borrower for any amendment, waiver or any Affiliate of a Lender consent under this Section 11.01 shall have any voting rights under any Loan Document as a result of be addressed to the existence of obligations owed to it under Hedge ContractsAdministrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 7.01 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders, (civ) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents, or (v) amend Section 2.10 or this Section 9.01, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender (other than any Lender that is, at such time, a Defaulting Lender) that has a Commitment under any of the Facility if such Lender is directly affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No Subject to Section 2.20(e), no amendment or waiver of any provision of this Agreement, Agreement or the Revolving Credit Notes or the Swing Line Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (bii) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Notes Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal of, or interest on, the Notes Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Extensions of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) release the Parent Borrower from its obligations under the Guaranty, or (vii) amend Section 2.11 or this Section 9.01, (gb) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any Note, (c) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.04 or 2.05, (d) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.06, (e) no amendment, waiver or consent shall, unless in writing and signed by each affected Lender in addition to the Lenders required above to take such action, require such Lender to fund any Extension of Credit in any currency other Loan Document. No Lender than Dollars or Euros, (f) this Section 9.01 shall not apply to changes in Commitments pursuant to Sections 2.20, 2.21, 2.25 or 2.26 or any Affiliate other Section giving rise to the operation of, to the extent implicated by, such aforementioned Sections (including Sections 2.14 and 2.15) and (g) no amendment, waiver or consent shall, unless in writing and signed by each of the Agent, each Swing Line Lender and each Issuing Lender, in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.26. Notwithstanding the foregoing, this Agreement may be amended (A) to add any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower upon execution and delivery by the Parent Borrower, such Foreign Subsidiary and the Agent of a Borrowing Subsidiary Agreement providing for such Subsidiary to become a Foreign Subsidiary Borrower and (B) to remove any Subsidiary as a Foreign Subsidiary Borrower upon (x) written notice by the Parent Borrower and such Subsidiary to the Agent to such effect, (y) repayment in full of all outstanding Foreign Borrower Obligations of such Foreign Subsidiary Borrower and (z) the expiration or termination (or cash collateralization in a manner satisfactory to the Agent) of all Letters of Credit issued for the account of such Foreign Subsidiary Borrower. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver or consent hereunder, except that no amendment, waiver or consent, which requires the consent of all Lenders shall be effective with respect to such Defaulting Lender with respect to the existence of obligations owed to it under Hedge Contractsmatters set forth in Section 9.01(a)(ii), (iii), (iv), (vi) and (vii) without its consent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, nor increase in the aggregate Commitments of the Lenders, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAdministrative 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 shall increase the Commitment of any Lender without the written consent of such Lender, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified Lenders in Section 3.01excess of $200,000,000, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (c) extend the termination date of such Lender’s Commitment beyond the Maturity Date, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of the Commitments of the Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Credit Document, (fe) amend Section 2.11 or this Section 9.0111.01, (gf) amend the definition of “Majority Required Lenders,” ”, (hg) release any Guarantor from its obligations under the Guaranty; (h) modify any Guaranty other than as a result provisions requiring payment to be made for the ratable account of a transaction permitted herebythe Lenders, or (i) permit amend the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)“Pro Rata Share”; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result In addition, none of the existence following decisions shall be made without the written consent of obligations owed to it under Hedge Contracts.the Required Lenders:

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than of the Fee Letter)Other Agreements, nor consent to any departure by the Borrower or any Subsidiary Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders, or if Lenders shall not be parties thereto, by the Majority Lenders parties thereto and the Borrowerconsented to by Requisite Lenders, and then each such amendment, 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (i) increase the Revolving Loan Commitments of Lenders or subject Lenders to any additional obligations to extend credit to Borrower, other than in connection with the increase of the Maximum Revolving Loan Limit in accordance with Section 2(a) hereof, (ii) reduce the principal of, or interest on, the Loans (other than as expressly permitted herein) or any fees hereunder, (iii) postpone any date fixed for any scheduled payment in respect of principal (excluding mandatory prepayments) of, or interest on, the Loans or any fees hereunder, including any extension of the maturity date of the Liabilities, (iv) change the Pro Rata Shares of Lenders, other than in connection with the increase of the Maximum Revolving Loan Limit in accordance with Section 2(a) hereof, or any minimum requirement necessary for Lenders or Requisite Lenders to take any action hereunder, (v) amend or waive this Section 21, or change the definition of Requisite Lenders, (vi) increase by more than 5% the advance rates set forth in subsection 2(a) hereof or (vii) except in connection with the financing, refinancing, sale or other disposition of any asset of Borrower permitted under this Agreement (or to the extent Requisite Lender approval only is required with any such release pursuant to subsection 19(j) hereof), release or subordinate any liens in favor of Administrative Agent, for the benefit of Administrative Agent and Lenders, on any of the Collateral and provided further, that no amendment, waiver or the Issuing Lender in addition to the Lenders required above to take such action, affect consent affecting the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentOther Agreement shall in any event be effective, unless in writing and signed by Administrative Agent in addition to Lenders required hereinabove to take such action. No Notwithstanding any of the foregoing to the contrary, (a) for purposes of voting or consenting to matters with respect to this Agreement and the Other Agreements, a Defaulting Lender or any Affiliate of shall not be considered a Lender and such Defaulting Lender’s Revolving Loan Commitment shall have each be deemed to be $0 until such Defaulting Lender makes the payments required in this Agreement and (b) the consent of Borrower shall not be required for any voting rights under any Loan Document as a result amendment, modification or waiver of the existence provisions of this Section 21. In the event that any consent, waiver or amendment requiring the agreement of all Lenders as set forth above is agreed to by the Requisite Lenders, but not all Lenders, Administrative Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and obligations owed under this Agreement and the Other Agreements to it under Hedge Contractsone or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 20 of this Agreement; provided, that (i) no Lender may be required to assign its rights and obligations to a new Lender because such lender is unwilling to increase its own loan commitments, (ii) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (iii) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Liabilities owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and an unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Administrative Agent to such non-consenting Lender of Administrative Agent’s intent to cause such non-consenting Lender to assign its interests hereunder.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, Agreement may be modified or supplemented only by an instrument in writing signed by the NotesBorrowers and the Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or Borrowers and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be in writing and signed waived by the Majority Lenders and or by the BorrowerAdministrative Agent acting with the consent of the Majority Lenders; provided -------- that: (a) no modification, and then such supplement or 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, unless in writing and by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, do or extend the term of any of the following: Commitments, or extend the time or waive any requirement for the reduction or termination of any of the Commitments, (aii) extend the date fixed for the payment of principal of or interest on any Loan or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Borrowers to prepay Loans, (vi) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Lenders or Types or Classes of Loans, (vii) alter the terms of this Section 11.04, (viii) modify the definition of the term "Majority Lenders", "Majority Revolving Credit Lenders", "Majority Term A Lenders" or "Majority Term B Lenders", or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any Credit Agreement ---------------- - 121 - provision hereof, or (ix) waive any of the conditions specified precedent set forth in Section 3.01, 6.01 hereof; and (b) increase the Borrowing Base any modification or the Commitments supplement of the Lenders, (c) reduce the principal ofSection 10 hereof, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or hereunder, shall require the Issuing Lender, as consent of the case may be, under Administrative Agent. Anything in this Agreement to the contrary notwithstanding, no waiver or modification of any other Loan Document. No Lender provision of this Agreement that has the effect (either immediately or any Affiliate at some later time) of enabling the Borrowers to satisfy a condition precedent to the making of a Lender Revolving Credit Loan shall be effective against the Revolving Credit Lenders for the purposes of the Revolving Credit Commitments unless the Majority Revolving Credit Lenders shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsconcurred with such waiver or modification.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee LetterLetters), nor consent to any departure by the Borrower or any Restricted Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the aggregate Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Notes, or any fees or other amounts payable hereunder or extend the Maturity Date Date, or the Commitment Termination Date, (e) change the percentage of Lenders which that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 in such a manner as to alter the pro rata sharing of payments required therein or this Section 9.01, (g) amend the definition of “Majority "Required Lenders,” " (h) release any Guarantor Restricted Subsidiary from its obligations under any Guaranty other than as a result of a transaction permitted hereby (including a designation as an Unrestricted Subsidiary, if any permitted hereby), (i) permit the Borrower or any Restricted Subsidiary to enter into any merger or consolidation with or into any other Person Person, except for mergers or consolidations permitted pursuant to Section 6.04 or amend clause (a)(i) of Section 6.04(a)6.04, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Intercreditor Agreement to the extent such amendment, waiver or consent would impair the priority or enforceability of the Liens securing the Obligations; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document; and provided further that, an amendment, waiver, or consent related to Section 2.06(b) may be effected with the agreement of the Required Lenders and the Borrower. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsContracts or Banking Services Obligations.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Required Lenders and (with respect to amendments) 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the such Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender (except that the approval of the Required Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or under any (iii) other Loan Documentthan as provided in Section 2.19, (d) extend the Commitment of such Lender or postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender, or extend (or permit the Maturity Date or extension of) the Commitment expiration date of any Letter of Credit to a date later than 10 Business Days prior to the Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note, (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or obligations of the existence Swing Line Banks in their capacities as such under this Agreement, and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of obligations owed to it the Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (and in the Borrowercase of any amendment to any Loan Document, the written consent of each Borrower that is a party thereto), and then such waiver waiver, consent or consent amendment shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.01 (bii) extend or increase the Borrowing Base or the Commitments of the Lenderssuch Lenders or subject such Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal ofof (including, without limitation, final maturity), or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fvi) release any Borrower from its obligations under this Agreement, or release any of Rayonier, TRS or ROC from its guarantee obligations under the Guarantee Agreement, except a release of TRS or ROC pursuant to Section 7.10, (vii) amend Section 2.11 or this Section 9.018.01, provided, further that in addition to the foregoing requirements, no amendment or waiver shall (i) change the pro rata distribution of payments and proceeds to a Class of the Lenders in any manner that materially and adversely affects the Class of Lenders without the written consent of (x) with respect to the Term Loan Facility, the Required Term Loan Lenders, (gy) with respect to the Revolving Credit Facility, the Required Revolving Lenders, and (z) with the respect to any Incremental Term Loan Facility, the Required Class Lenders of such Incremental Term Loan Facility, (ii) without the consent of the Required Revolving Lenders, and, until the expiration of the Term Loan Availability Period, the Required Term Loan Lenders (A) waive any Default for purposes of Section 3.02(c), (B) amend, change, waive, discharge or terminate Sections 3.02 or Article VII in a manner adverse to such Revolving Lenders, (iii) amend the definition of “Majority Required Revolving Lenders,” (h) release any Guarantor from its obligations without the written consent of each Revolving Lender under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person Revolving Credit Facility or amend Section 6.04(a)the definition of “Required Term Loan Lenders” without the written consent of each Term Loan Lender under the Term Loan Facility, or (jiv) release any Collateral securing modify the Obligations, except for releases definition of Collateral sold the term “Requisite Class Lenders” as permitted by this Agreement and except for releases it relates to a particular Class of Collateral as permitted under Section 8.08(b)Lenders without the written consent of each Lender of such Class; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender Bank, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may be, under this Agreement Agreement, any Note or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Operative Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Required Participants (and in the Borrowercase of any amendment, the applicable Credit Party), 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by all the Administrative Agent Participants do any of the following: (i) waive any of the conditions specified in Section 2.1 or 11.1, (ii) increase the Participating Commitment Amounts or contractual obligations of the Participants to Servicer or Sponsor under this Agreement, (iii) reduce the principal of, or interest on, the Participation Certificates or any fees hereunder, (iv) postpone any date fixed for the payment in respect of principal of, or interest on, the Participation Certificates or any fees hereunder, (v) agree to release any Guarantor from its obligations under any Guaranty Agreement or the Issuing Lender Sponsor from its obligations pursuant to this Agreement, (vi) modify the definition of “Required Participants,” or (vii) modify Section 2.9, Article 4, Article 10 or this Section 15.2. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Servicer in addition to the Lenders Participants required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Servicer under this Agreement or under any other Operative Document or Loan Document. No Lender In addition, notwithstanding the foregoing, the Servicer and the Sponsor may, without the consent of or any Affiliate notice to the Participants, enter into amendments, modifications or waivers with respect to the Servicing Agreement and the Fee Letter as long as such amendments or modifications do not conflict with the terms of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of the conditions specified in Section 3.01them to take any action hereunder, (bii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cv) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (vii) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of a transaction permitted herebythe Swing Line Bank or of the Issuing Banks, (i) permit as the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)case may be, or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by under this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Agreement; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No Except as otherwise provided in this Agreement, including, without limitation, Section 2.5 with respect to the implementation of a Benchmark Replacement or Conforming Changes (as set forth therein), no amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Operative Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Required Participants (and in the Borrowercase of any amendment, the applicable Credit Party), 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by all the Administrative Agent Participants do any of the following: (i) waive any of the conditions specified in Section 2.1 or 13.1, (ii) increase the Participating Commitment Amounts or contractual obligations of the Participants to Servicer or Sponsor under this Agreement, (iii) reduce the principal of, or interest on, the Participation Certificates or any fees hereunder, (iv) postpone any date fixed for the payment in respect of principal of, or interest on, the Participation Certificates or any fees hereunder, (v) agree to release any Guarantor from its obligations under any Guaranty Agreement (other than the release of a Guarantor in connection with its designation as an Unrestricted Subsidiary pursuant to the terms of Section 6.14) or the Issuing Lender Sponsor from its obligations pursuant to this Agreement, (vi) modify the definition of “Required Participants,” (vii) modify Section 2.9, Section 2.11, Article IV, Article X or this Section 15.2, (viii) release all or substantially all collateral (if any) securing any of the Guaranteed Obligations or agree to subordinate any Lien in all or substantially all of the collateral securing the Guaranteed Obligations to any other creditor of Holdings, the Sponsor or any Restricted Subsidiary, without the written consent of each Participant, (ix) change Section 2.7 in a manner that would alter the ratable reduction or termination of the Facility Commitments required thereby, without the written consent of each Participant, or (x) subordinate the payment priority of the Guaranteed Obligations or subordinate the Liens granted to the Servicer (for the benefit of the holders of the Guaranteed Obligations) in the Collateral, without the written consent of each Participant. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Servicer in addition to the Lenders Participants required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, Servicer under this Agreement or under any other Operative Document or Loan Document. No Lender In addition, notwithstanding the foregoing, (x) the Servicer and the Sponsor may, without the consent of or notice to the Participants, enter into amendments, modifications or waivers with respect to the Servicing Agreement and the Fee Letter as long as such amendments or modifications do not conflict with the terms of this Agreement and (y) the Servicer and the Sponsor shall be permitted to amend any provision of the Operative Documents (and such amendment shall become effective without any further action or consent of any other party to any Operative Document) if the Servicer and the Sponsor shall have jointly identified an obvious error or any Affiliate error or omission of a Lender technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Participant shall have any voting rights under right to approve or disapprove any Loan Document as a result amendment, waiver or consent hereunder, except that the Participating Commitment of such Defaulting Participant may not be increased or extended, and amounts payable to such Defaulting Participant hereunder may not be permanently reduced without the existence consent of obligations owed to it under Hedge Contractssuch Defaulting Participant (other than reductions in fees and interest in which such reduction does not disproportionately affect such Defaulting Participant).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Designation Agreement, nor consent to any departure by the Borrower Mondelēz International or any Subsidiary other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the BorrowerMondelēz International, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: shall (a) waive increase the Commitment of any Lender, or change the currency in which Advances are available thereunder, without the prior written consent of the conditions specified in Section 3.01such Lender, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or the amount or rate of interest on, the Notes any Advance of any Lender, or any fees or other amounts fee payable hereunder or under to any other Loan DocumentLender, without the prior written consent of such Lender, (dc) postpone any date fixed for any payment of principal of, or interest on, the Notes any Advance of any Lender, or any fees fee payable to any Lender, or other amounts payable hereunder or extend postpone the Maturity Date or scheduled date of expiration of the Commitment Termination Dateof any Lender, in each case, without the prior written consent of such Lender, (d) change the percentage set forth in the definition of the term “Required Lenders” or any other provision of this Agreement 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, in each case, without the written consent of each Lender, (e) change the percentage of Lenders which shall be required for the Lenders or release Mondelēz International from any of them to take any action hereunder or its obligations under any other Loan DocumentArticle VIII without the written consent of each Lender, (f) amend change Section 2.11 2.16 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or this Section 9.01, (g) amend this Section 9.01 without the definition written consent of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, each Lender; provided further that (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Designation Agreement, (ii) this Agreement may be amended as set forth in Section 2.08(b) and 2.18(a) and (iii) any provision of this Agreement or any Affiliate of a Lender Designation Agreement may be amended by an agreement in writing entered into by Mondelēz International and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case under this clause (iii), the Lenders shall have any voting rights under any Loan Document as a result received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the existence date of obligations owed such notice to it under Hedge Contractsthe Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor 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 Majority Lenders and and, in the case of any amendment, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes A Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the A Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Lenders making or maintaining such B Advances, do any of the following: (a) waive, modify or eliminate any of the conditions to any B Advance specified in Section 3.03, (b) reduce the principal of, or interest on, any B Note or other amounts payable in respect thereof, (c) postpone any date fixed for any payment of principal of, or interest on, any B Note or any other amounts payable in respect thereof; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentNote. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSECTION 8.02.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter)Credit Documents, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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 amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, Lenders do any of the following: (ai) waive any of the conditions specified in Section 3.014.01 or 4.02, (bii) increase the Borrowing Base Line of Credit Commitments or the Commitments of the Lendersother contractual obligations to Borrower under this Agreement, (ciii) reduce the principal of, or interest on, the Line of Credit Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any the payment in respect of principal of, or interest on, the Line of Credit Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of the Line of Credit Commitments or of the aggregate unpaid principal amount of the Line of Credit Notes, or the number or identity of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hvi) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyAgreement, (ivii) permit modify the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), definition of "Required Lenders," or (jviii) release any Collateral securing modify this Section 10.02. Notwithstanding the Obligationsforegoing, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or under any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAdministrative 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 shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified Banks in excess of $750,000,000 (except in accordance with the provisions of Section 3.011.06), (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date or (except in accordance with the Commitment Termination Dateprovisions of Section 1.07), (ed) change the percentage of Lenders the Commitments of the Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Credit Document, (e) amend this Section 11.01, (f) amend Section 2.11 or this Section 9.01the definition of “Required Lenders”, (g) amend the definition of “Majority Lenders,” Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under any the Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Environmental Indemnities; and provided, further, provided that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such actioncan, affect the rights or duties if no Default then exists, release any Subsidiary of the Administrative Agent Borrower in accordance with the provisions of Sections 5.09(b) or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.11.23,

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be modified or supplemented only by an instrument in writing signed by the Company, the NotesAdministrative Agent and the Required Lenders, or by the Company and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; PROVIDED that: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, or extend the term of any of the Commitments, or extend the time or waive any requirement for the increase, reduction or termination of any of the Commitments, (ii) extend or postpone the date fixed for the payment of principal of or interest on any Loan, or any other Loan Document fee hereunder, (other than iii) reduce the Fee Letter)amount of any such payment of principal, nor consent to any departure by (iv) reduce the Borrower rate at which interest is payable thereon or any Subsidiary therefromfee is payable hereunder, shall (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the definition of the term "Required Lenders", or modify in any event be effective unless other manner the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver number 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, unless in writing and signed by all the Lenders, do any percentage of the following: Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (aviii) release any Obligor hereunder, (ix) waive any of the conditions specified precedent set forth in Section 3.017.1 hereof, or (x) release the pledge of stock of Genzyme Securities Corporation, other than in exchange for a pledge of stock of the surviving entity under the terms of Section 9.5(d)(i) hereof; (b) increase any modification or supplement of Section 11 hereof shall require the Borrowing Base or the Commitments consent of the Lenders, Administrative Agent; and (c) reduce any modification or supplement of Section 6 hereof shall require the principal of, or interest on, consent of each Subsidiary Guarantor (PROVIDED that any Subsidiary of the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them Company may become a party to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than Agreement as a result of a transaction permitted hereby, (i) permit the Borrower or any "Subsidiary to enter into any merger or consolidation with or into any other Person or amend Guarantor" hereunder as provided in Section 6.04(a9.13 hereof), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (bii) increase change the Borrowing Base number of Lenders or the Commitments percentage of the aggregate unpaid principal amount of the Loans, (iii) reduce or limit the obligations of any Guarantor or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Lenders, (civ) release any material portion of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any material portion of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Lenders under the Loan Documents, (v) amend this Section 8.01, (vi) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dvii) postpone any date fixed scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.06 or any date fixed for payment of fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)hereunder, or (jviii) release limit the liability of any Collateral securing Loan Party under any of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Loan Documents; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower Kraft Foods Global or any Subsidiary Kraft Foods therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the BorrowerKraft Foods Global, 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, waiver or consent shall, unless in writing and signed by all the Lenders (including Defaulting Lenders) affected thereby and Kraft Foods Global, do any of the following: (a) waive any of the conditions specified in Sections 3.01 and 3.02 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.013.01 or 3.02 unless the amendment or waiver so provides), (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Notes Pro Rata Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Pro Rata Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01release Kraft Foods Global or, except as provided in Article VIII, Kraft Foods from any of its obligations under Article VIII, (g) amend change Section 2.16 in a manner that would alter the definition pro rata sharing of “Majority payments required thereby (other than to extend the Termination Date applicable to the Advances and Commitments of consenting Lenders and to compensate such Lenders for consenting to such extension; provided that (i) no amendment permitted by this parenthetical shall reduce the amount of or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the rights of non-extending Lenders under this Agreement and (ii) the opportunity to agree to such extension and receive such compensation shall be offered on equal terms to all the Lenders,” ) or (h) release amend this Section 9.01; provided further that no waiver of the conditions specified in Section 3.03 in connection with any Guarantor from its obligations under any Guaranty other than Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as a result part of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Competitive Bid Borrowing; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement and (y) no amendment, waiver or any other Loan Document. No Lender consent shall, unless in writing and signed by Kraft Foods in addition to the Lenders required above to take such action, affect the rights or any Affiliate obligations of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsKraft Foods hereunder.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender directly affected thereby, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (bii) extend or increase the Borrowing Base or the Commitments of the Lenderssuch Lenders or subject such Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (div) postpone any date fixed for any payment of principal ofof (including, without limitation, final maturity), or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ev) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hvi) release any Guarantor Borrower from its obligations under this Agreement, or release any Guaranty other than as a result of a transaction permitted herebyRayonier, TRS or ROC from its guarantee obligations under the Guarantee Agreement, (ivii) permit change the Borrower or any Subsidiary pro rata distribution of payments and proceeds to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)the Lenders, or (jviii) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by amend this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any Issuing Lender Bank, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement Agreement, any Note or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Banks and (in the Borrowercase of an amendment) the Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that except as otherwise expressly provided in this Agreement, however, that no amendment, waiver, waiver or consent shall, (a) unless in writing and signed by all the LendersBanks, do any of the following: (ai) waive any of the conditions specified in Section 3.015.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the definition of “Majority Banks” or the number or percentage in interest of Lenders Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Document(iii) amend this Section 10.01, (fb) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyunless in writing and signed by each Bank adversely affected thereby, (i) permit increase the Borrower Commitment of any Bank, increase the LC Exposure of any Bank or otherwise subject any Bank to any additional obligations, (ii) reduce the amount of, or interest on, any LC Reimbursement Obligation of the Company to any Bank or the principal of, or rate of interest on, any Advance or any Subsidiary fees, commissions or other amounts payable by the Company to enter into any merger Bank hereunder, (iii) postpone the scheduled date for any payment of any LC Reimbursement Obligation (or consolidation interest thereon) or any principal of, or interest on, the Advances or any fees, commissions or other amounts payable by the Company to any Bank hereunder, or change the Outside Expiry Date or (iv) alter the manner in which payment of LC Reimbursement Obligations or interest thereon or of principal of, or interest on, the Advances or any fees, commissions or other amounts is to be applied as among the Banks and (c) no consent with respect to any amendment, waiver or into other modification of this Agreement or any Note shall be required of (i) any Defaulting Bank, except with respect to any amendment, waiver or other Person or amend Section 6.04(amodification referred to in subclauses (b)(i), (b)(ii) and (b)(iii) of this proviso and then only in the event such Defaulting Bank shall be adversely affected by such amendment, waiver or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)other modification; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement and the Notes, (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank directly affected thereby in addition to the Banks required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement and (z) the Company and any Issuing Bank may increase or decrease the Fronting Commitment of such Issuing Bank by an instrument in writing signed by each of them without the consent of any other Loan Documentparty hereto. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result This Agreement and the Notes constitute the entire agreement of the existence of obligations owed parties with respect to it under Hedge Contractsthe subject matter hereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Required Lenders and (with respect to amendments) 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 (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the such Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender (except that the approval of the Required Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or under any (iii) other Loan Documentthan as provided in Section 2.19, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder to such Lender, or extend (or permit the Maturity Date or extension of) the Commitment expiration date of any Letter of Credit to a date later than 10 Business Days prior to the Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note, (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or obligations of the existence Swing Line Banks in their capacities as such under this Agreement, and (z) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of obligations owed to it the Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No Subject to Section 8.16(a)(i), no amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority 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, waiver or consent shall, shall (a) unless in writing and signed by all the LendersLenders (other than, in the case of the following clauses (i) through (iv), any Defaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01therein, (bii) increase the Borrowing Base aggregate amount of the Commitments (except pursuant to Section 2.07), (iii) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or percentage of the Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (civ) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; or (b) unless in writing and signed by each Lender that is directly affected thereby, do any of the following: (1) increase the amount or extend the termination date of such Lender’s Commitment, or subject such Lender to any additional obligations, (2) reduce the principal of, or interest on, or rate of interest applicable to, the Notes outstanding Advances of such Lender or any fees or other amounts payable hereunder to such Lender hereunder, or under any other Loan Document, (d3) postpone any date fixed for any payment of principal of, or interest on, the Notes outstanding Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)such Lender hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Swingline Bank or the any LC Issuing Lender Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent, the Swingline Bank or the such LC Issuing LenderBank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal outstanding amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed amounts owing to it or accrued for its account under Hedge Contractsthis Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, shall (a) unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (ai) waive any of the conditions specified in except pursuant to Section 3.012.07(b), (b) 2.07(c), 2.17 or 2.19, increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Revolving Credit Advances or any fees or other amounts payable hereunder or extend hereunder, and (b) unless in writing and signed by all of the Maturity Date or Lenders, do any of the Commitment Termination Date, following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hii) release any Guarantor from its obligations under any Guaranty other than the guarantee as a result of a transaction permitted hereby, (i) permit the Borrower set forth in Section 9.01 or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)10.01, or (jiii) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by amend this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and no amendment, waiver or consent shall modify the rights or obligations of any Issuing Lender without the written consent of such Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. (a) No amendment or waiver of any provision of ------------------- this Agreement, Agreement or the Revolving Credit Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders Borrower and the BorrowerRequired 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 that: (i) no amendment, waiver, -------- ------- waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aA) waive any of the conditions specified in Section 3.01, (bB) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (C) amend this Section 8.01; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has or is owed obligations under this Agreement or the Notes that are modified by such amendment, waiver or consent, (A) increase the Borrowing Base Commitment of such Lender or the Commitments of the Lenderssubject such Lender to any additional obligations, (cB) reduce the principal of, or interest on, the Revolving Credit Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (dC) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), such Lender or (jD) release any Collateral securing waive the Obligations, except for releases application of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)2.15; and provided, further, provided further that no amendment, waiver or -------- ------- consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsNote.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change decrease the percentage of Lenders which (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (fii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty issued by it or, except in connection with a permitted asset sale, release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties, (iii) release all or a substantial portion of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents, (iv) amend Section 2.11 2.13 or this Section 9.018.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as any Lender that is, at such time, a result of Defaulting Lender) that has a transaction permitted herebyCommitment under the Revolving Credit Facility if such Lender is directly affected by such amendment, waiver or consent, (i) permit increase the Borrower Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any Subsidiary fees or other amounts payable hereunder to enter into such Lender, (iii) postpone any merger or consolidation with or into date fixed for any other Person or amend Section 6.04(a)scheduled payment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (jiv) release change the order of application of any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under prepayment set forth in Section 8.08(b)2.06 in any manner that materially affects such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Swing Line Bank or an Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of such Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan DocumentDocuments. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed Steel Dynamics – Credit Agreement Back to it under Hedge Contracts.Contents

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement or the Revolving Credit Notes, or any other Loan Document (other than the Fee Letter), nor 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 Majority Lenders Borrower and the BorrowerRequired 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 that: (i) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (aA) waive any of the conditions specified in Section 3.01, (bB) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (C) amend this Section 8.01; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has or is owed obligations under this Agreement or the Notes that are modified by such amendment, waiver or consent, (A) increase the Borrowing Base Commitment of such Lender or the Commitments of the Lenderssubject such Lender to any additional obligations, (cB) reduce the principal of, or interest on, the Notes Advances (other than Competitive Bid Advances) held by such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (dC) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances (other than Competitive Bid Advances) held by such Lender or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), such Lender or (jD) release any Collateral securing waive the Obligations, except for releases application of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)2.16; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note; and provided further that no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above to take such action, affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Bank under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor 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 Majority 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders other than as provide in Section 2.16, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date(other than as provided in Section 2.15), (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyGuaranty, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b), or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Collateral Trust and Intercreditor Agreement; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the LendersLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or Section 3.02 or, in the case of the Initial Extension of Credit, Section 3.03, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (eii) change the number of Lenders or the definition of Required Lenders or the percentage of Lenders which (w) the Commitments, (x) the aggregate unpaid principal amount of the Advances, (y) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder or under (z) the aggregate Face Amount of outstanding Bankers’ Acceptances or Notional Bankers’ Acceptances that, in each case, shall be required for the Lenders or any other Loan Documentof them to take any action hereunder, (fiii) unless in connection with a disposition of such Guarantor as permitted under the Credit Agreement, release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lender Parties under the US Subsidiary Guaranty or the Canadian Subsidiary Guaranty, as applicable) if such release or limitation is in respect of all or substantially all of the value to the Lender Parties of the US Subsidiary Guaranty and the Canadian Subsidiary Guaranty, or (iv) amend Section 2.11 2.14 or this Section 9.018.01, (gb) amend no amendment, waiver or consent shall, unless in writing and signed by the definition of “Majority Lenders,” Required Lenders and each Lender (h) release any Guarantor from its obligations under any Guaranty other than as any Lender that is, at such time, a result of Defaulting Lender) that has a transaction permitted herebyCommitment under, or is owed any amounts under or in respect of, the Term A Facility or the Revolving Credit Facility if such Lender is directly and adversely affected by such amendment, waiver or consent: (i) permit increase the Borrower Commitments of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Notes held by such Lender or the Advances or any Subsidiary fees or other amounts stated to enter into be payable hereunder to such Lender; or (iii) postpone or forgive any merger or consolidation with or into date scheduled for any other Person or amend Section 6.04(a)payment of principal of, or interest on, the Advances pursuant to Section 2.04 or 2.08 or any date fixed for any payment of fees hereunder or any Guaranteed Obligations payable under the US Subsidiary Guaranty, the Canadian Subsidiary Guaranty or the Parent Guaranty and (jc) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Revolving Credit Lender (other than any Lender that is, at such time, a Defaulting Lender) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement Parent Guarantor (or otherwise limit the Parent Guarantor’s liability with respect to the Obligations owing to the Agents and except for releases of Collateral as permitted the Lender Parties under Section 8.08(b)the Parent Guaranty) from its Obligations owing to the Agents and the Lender Parties under the Parent Guaranty; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by each Canadian Lender or each Issuing Bank, as the Administrative Agent case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Canadian Lenders or of the Issuing Lender Banks, as the case may be, under this Agreement; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender Documents; provided, further, that, except as expressly provided in clauses (b)(i), (ii) and (iii) above, no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Required Revolving Credit Lenders, adversely affect the rights under any Loan Document as a result of the existence US Revolving Credit Lenders and there shall be no amendment to the definition of obligations owed Required Revolving Credit Lenders without the consent of all of the US Revolving Credit Lenders; and provided further that except as expressly provided in clauses (b)(i), (ii) and (iii) above, no amendment, waiver or consent shall, unless in writing and signed by the Required Term A Lenders, adversely affect the rights of the Term A Lenders and there shall be no amendment to it under Hedge Contractsthe definition of “Required Term A Lender” without the consent of all of the Term A Lenders.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Paxar therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (a) waive any of the conditions specified 66 61 in Section 3.01, (b) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes (other than Competitive Bid Notes) or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes (other than Competitive Bid Notes) or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Notes (other than Competitive Bid Notes), or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) amend reduce or limit the obligations of Paxar under Section 2.11 8.01 or this Section 9.01otherwise limit the Obligations of any Loan Party owing to any Lender Party or the Administrative Agent under the Loan Documents, (g) amend reduce or limit the definition obligations of “Majority Lenders,” Paxar under Article VIII or reduce or limit the obligations of any Subsidiary Guarantor under the Subsidiary Guaranty or release Paxar or any Subsidiary Guarantor from its respective obligations under Article VIII or the Subsidiary Guaranty, as the case may be, or limit Paxar's or any Subsidiary Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the other Lender Parties or (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the Issuing LenderBank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Bank, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, shall (a) unless in writing and also signed by all the Lenderseach Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base amount or extend the Commitments expiration date of the Lendersany Lender’s Commitment, (cii) reduce the principal of, or interest on, the Notes Advances, the Term Loan or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances, the Term Loan or any fees or other amounts payable hereunder hereunder; provided that any waiver or extend reduction of any payment of the Maturity Date Term Loan from any Excess Cash Flow may be waived or modified solely with the Commitment Termination Datewritten consent of the Term Lenders then holding a majority in amount of the Term Loans; (b) unless in writing and signed by all of the Lenders, do any of the following: (ei) change the percentage of Lenders which the Commitments or of the aggregate unpaid principal amount of the Advances or the Term Loan, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (ii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) except as expressly permitted herein or in any other Loan Document, subordinate the Liens granted hereunder or under the other Loan Documents, to any other Lien, (fiv) amend Section 2.11 or this Section 9.01, (gv) amend the definition definitions of “Majority Required Lenders,” or “Supermajority Lenders” or (hvi) other than in accordance with Section 6.01(d), release any Guarantor either Borrower from all of its obligations under any Guaranty other than as a result of a transaction permitted herebyhereunder, (ic) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base” or increase the Swingline Commitment; (d) unless in writing and signed by the Agent or and the Issuing Lender Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Administrative Agent or and the Issuing LenderCo-Collateral Agents, as the case may beapplicable, under this Agreement or any other Loan Document. No ; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any Affiliate provision of Section 2.03 or 2.04; (f) unless in writing and signed by each Issuing Lender (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article III, or (g) unless in writing signed by each affected member of any Class, have a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsmaterially disproportionate adverse effect on such Class.

Amendments, Etc. No amendment or waiver of any provision --------------- of this Agreement, the Notes, Credit Agreement or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the BorrowerRequired Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided however, that no amendment, waiver, waiver or consent shall, unless in -------- ------- ---- writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the Commitments of the LendersCommitments, (cii) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, the Notes Notes, any Letter of Credit reimbursement obligations, any Acceptance Obligations or any fees or Fees hereunder (other amounts payable hereunder or under any other Loan Documentthan Fees that are exclusively for the account of the Agent), (diii) postpone any date fixed for any payment in respect of principal of, or interest on, the Notes Notes, any Letter of Credit reimbursement obligations, any Acceptance Obligations or any fees or Fees hereunder (other amounts payable hereunder or extend than Fees that are exclusively for the Maturity Date or account of the Commitment Termination DateAgent), (eiv) change the percentage of Lenders which shall be required the Commitments, or any minimum requirement necessary for the Lenders or any of them the Required Lenders to take any action hereunder or under any other Loan Documenthereunder, (fv) amend Section 2.11 or waive Sections -------- 3.5(b) or 3.5(d) or this Section 9.0113.10, (g) amend or change the definition of “Majority Asset ------ ------ ------------- Disposition or Required Lenders,” , (hvi) 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 Borrower permitted under this Credit Agreement, release any Guarantor from its obligations under any Guaranty other than as a result Liens in favor of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.123

Amendments, Etc. (a) No amendment amendment, modification, termination or waiver of any provision of this Agreement, the Notes, or Agreement nor any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrowers and the BorrowerMajority Banks and, and then such waiver to the extent any rights or consent shall duties of the Agent may be effective only in affected thereby, the specific instance and for the specific purpose for which given; Agent, provided, however, that no such amendment, waivermodification, termination, waiver or consent shall, unless in writing and signed by all without the Lenders, do any consent of the following: (a) waive any Agent and all of the conditions specified in Section 3.01Banks, (bi) increase authorize or permit the Borrowing Base extension of time for, or the Commitments any reduction of the Lendersamount of, (c) reduce any payment of the principal of, or interest on or the rate at which interest accrues on, the Notes or any fees installment thereof or other amounts payable hereunder or under any other Loan DocumentLetter of Credit reimbursement obligation, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts amount payable hereunder hereunder, (ii) amend or extend terminate the Maturity Date respective Commitment of any Bank set forth on the signature pages hereof (except as provided in Section 9.6(i)) or modify the provisions of this Section regarding the taking of any action under this Section or the Commitment Termination Dateprovisions of Section 7.10 or the definition of Majority Banks or Required Banks, (eiii) change amend or modify the percentage of Lenders which shall be required Guaranty (other than any amendment solely for the Lenders purpose of adding or deleting a Borrowing Subsidiary) or provide for the release or discharge of any Guarantor's obligations under the Guaranty, (iv) provide for the release of them any material portion of the collateral subject to take any action hereunder or under any other Loan Security Document, (fv) amend Section 2.11 amend, modify or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into waive any other Person or amend Section 6.04(a), provision hereof requiring consent of all of the Banks or (jvi) release any Collateral securing increase the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties principal amount of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsSwing Line Facility.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Financing Document, nor consent to any departure by the Borrower any Credit Party or any Subsidiary OPMW Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and the BorrowerAdministrative Agent or Issuing Bank, as the case may be, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverthat, that any amendment, waiver or consent with respect to Section 5.31 hereof shall be effective upon the vote of the Lenders and the OPNY Lenders as expressly provided therein; and provided, further, that, no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentFees hereunder, (diii) postpone any date fixed for any payment in respect of scheduled principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination DateFees hereunder, (eiv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number or identity of the Lenders which shall be required for the Lenders or any of them to take any action hereunder hereunder, (v) postpone the date fixed for reimbursement of any ConEd Letter of Credit Disbursement or any Operational Letter of Credit Disbursement, (vi) amend or waive Sections 9.02, 9.04 or the definitions of the terms used in such Sections under any Financing Document insofar as the definitions affect the substance of such Sections, (vii) consent to the assignment or other Loan transfer by any Credit Party or OPMW Credit Party of any of its rights and obligations under any Financing Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (jviii) release any Collateral securing (other than a release resulting from changes in the Financing Documents which constitute or otherwise result in alterations in Permitted Distributions, changes or amendments to reserve requirements (and associated requirements to maintain and replenish such reserves) to effect prepayments of Obligations, except for releases changes to permit cash collateralization of Collateral sold Contractual Obligations of the Borrower Entities and otherwise as permitted by this Agreement and except for releases of Collateral as permitted expressly contemplated under Section 8.08(b)the Financing Documents) or any Guarantee, (ix) extend the Working Capital Loan Availability Period, or (x) subordinate the Loans to any other Indebtedness; and provided, further, that no amendment, waiver or consent shallaffecting the rights or duties of the Administrative Agent or the Issuing Bank under any Financing Document shall in any event be effective, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing LenderBank, as the case may be, under in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.08). For the avoidance of doubt, the parties confirm that any amendment, waiver or consent with respect to Section 7.16 shall be effective upon the vote of the Required Lenders. In addition, the Borrower, the Lead Arrangers, the Lenders and the Swap Banks hereby authorize the Administrative Agent to modify this Agreement by amending or supplementing Annexes I and II from time to time in the manner requested by the Borrower, the Administrative Agent or any other Loan DocumentSecured Party and otherwise in accordance with the terms of this Agreement; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Secured Party. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.110

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Parties therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders and the BorrowerRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) release all or substantially all of the Collateral in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on all or substantially all of the Collateral in any transaction or series of related transactions to secure any Obligations other than Obligations owing to the Secured Parties under the Loan Documents or (iv) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders, the Agents and each Lender that has a Commitment under the Term A Facility, Term B Facility or Working Capital Facility if affected by such amendment, waiver or consent, (i) increase the Borrowing Base or the Commitments of the Lenderssuch Lender, or subject such Lender to any additional obligations, (cii) reduce the principal of, or interest on, the Notes Advances payable to such Lender or any fees or other amounts payable hereunder or under any other Loan Documentto such Lender, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances payable to such Lender or any fees or other amounts payable hereunder to such Lender or extend the Maturity Date or the Commitment Termination Date, (eiv) change the percentage order of Lenders which shall be required for the Lenders or application of any of them to take prepayment set forth in Section 2.06 in any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)manner that materially affects such Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Swing Line Bank or the Issuing Lender Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or the Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document Notes (other than the Fee Letterif any), nor 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 Majority Lenders Borrower and the BorrowerRequired Lenders (or the 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, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by the Borrower and all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Borrower and each Lender directly affected thereby, do any of the following: (i) increase the Borrowing Base or extend the Commitments of the Lenderssuch Lender, (cii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)hereunder; and provided, further, provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Document and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contractsthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower any Loan Party therefrom, or any Subsidiary therefromwaiver of any Default or Event of Default (either generally or in a particular instance and either retroactively or prospectively), shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 (ii) amend the definition of “Required Lenders” or otherwise change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (biii) release the Borrower with respect to any of its monetary Obligations under the Loan Documents or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations except in accordance with Section 7.08 or release any Collateral except in accordance with Section 7.09, (iv) release any Borrowing Base Property (except as contemplated by the definition of “Removed Borrowing Base Property”), in each case in any transaction or series of related transactions, or permit the creation, incurrence, assumption or existence of any Lien on any individual Borrowing Base Property, in each case in any transaction or series of related transactions, to secure any Obligations other than Obligations owing to the Lenders under the Loan Documents, (v) amend this Section 9.01, (vi) increase the Borrowing Base or the Commitments of the LendersLenders (except as provided in Section 2.16) or subject the Lenders to any additional obligations, (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dviii) extend the Maturity Date (except as provided in Section 2.18) or otherwise postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)2.06, or (jix) release limit the liability of any Collateral securing Loan Party under any of the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Loan Documents; and provided, further, provided further that no amendment, waiver 84 or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than to which the Fee Letter)Borrower is a party, nor any consent to any departure by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by Required Lenders (or Administrative Agent with the Majority Lenders consent of Required Lenders) and the Borrower, and then each such waiver waiver, amendment, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverPROVIDED, that no amendment, waiver, or consent shall, unless in writing and signed by all of the LendersLenders and the Borrower, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the reinstate Commitments of the Lenders, Lenders or subject the Lenders to any additional obligations; (cb) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder (except any fees payable to any Agent solely for its account as specified herein or under in any other Loan Document, document); (dc) change the Borrowing Base or the Termination Date or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder (except any fees payable to any Agent solely for its account as specified herein or extend in any other document); (d) waive any of the Maturity Date or the Commitment Termination Date, conditions specified in Article VII; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, this Agreement; (f) amend Section 2.11 or change any provision contained in this Section 9.01, 14.9; or (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the ObligationsCollateral, except for releases of Collateral sold as dispositions permitted by herein. Notwithstanding anything to the contrary contained in this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and providedSection, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by shall be made with respect to Article XIII hereof without the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than except for the Fee LetterCredit Facility Hedging Agreements), nor any consent to any departure by the Borrower or any Subsidiary Company therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority Required Lenders and the BorrowerCompany, 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 amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender, do any of the following: (a) waive increase any Commitment of any of the conditions specified in Lenders or subject the Agent or any of the Lenders to any additional obligations, other than as increased pursuant to the terms of Section 3.01, 2.16; (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes any Loan, any Letter of Credit Exposure Amount or any fees fee hereunder; (c) waive or other amounts payable hereunder or under any other Loan Document, (d) postpone any scheduled date fixed for any payment of principal of, or interest on, the Notes any Loan, any Letter of Credit Exposure Amount or any fees fee or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, sum to be paid hereunder; (ed) change the percentage of Lenders any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, any Letter of Credit Exposure Amount, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in Sections 2.4, 2.7, 9.8 or under any other Loan Document, 9.9 hereof or this Section 9.10 or Sections 9.15 or 9.18 hereof; (f) amend Section 2.11 release all or any substantial part of the security for the obligations of the Company under this Section 9.01Agreement, any Application or any Note; (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result (except for Guarantors sold by the Company or any of a transaction permitted hereby, its Subsidiaries pursuant to the terms of Section 6.4(y) hereof); (h) change the definition of "Required Lenders" contained herein (i) permit modify the Borrower or requirement of unanimous written approval by the Lenders of any Subsidiary to enter into any merger or consolidation with or into any other Person or amend unilateral reduction by the Lenders of the Aggregate Commitment as provided for in Section 6.04(a), 2.2; or (j) release waive or postpone any Collateral securing prepayment required by Section 2.3 hereof. Anything in this Section 9.10 to the Obligationscontrary, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shallshall be made with respect to Section 8 without the consent of the Agent, unless and anything in writing and signed by the Administrative Agent or the Issuing Lender in addition this Section 9.10 to the Lenders required above contrary, no amendment, waiver or consent shall be made with respect to take such action, affect any provisions regarding the rights or duties and obligations of an Issuer hereunder without the consent of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractsapplicable Issuer(s).

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders and (except for waivers or consents by any Lender) each of the BorrowerLoan Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor’s liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (iv) amend this Section 9.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby, do any of the following: (i) other than as provided in Section 2.18, increase the Borrowing Base or the Commitments of the Lenders, (cii) reduce the principal of, or rate of interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (giv) amend the definition of “Majority Lenders,Committed Currencies” to add any additional currency, and provided further that (hx) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Note and (y) no amendment, waiver or any Affiliate of a Lender shall have any voting consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights under any Loan Document as a result or obligations of the existence of obligations owed to it Issuing Banks in their capacities as such under Hedge Contracts.this Agreement. 45 Omnicom: Five Year Credit Agreement

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders or, where indicated below, all affected Lenders in addition to the Required Lenders, do any of the followingfollowing at any time: (ai) waive change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (ii) release any Borrower with respect to the conditions specified Obligations, (iii) reduce or limit the obligations of the Parent Guarantor under Article VII or release the Parent Guarantor or otherwise limit the Parent Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iv) except as otherwise contemplated in Section 3.015.01(j), release any Guaranty that constitutes a material portion of the value of the Guaranteed Obligations (excluding any release of the Guaranty provided by that Parent Guarantor which shall be governed by clause (iii) above), (bv) amend Section 2.12 or this Section 9.01, (vi) increase the Borrowing Base Commitment of any Lender or subject any Lender to any additional obligations (except, in each case, to the Commitments extent contemplated in Section 2.15 or Section 2.16) without the consent of the Lenderssuch Lender, (cvii) reduce the principal of, or interest on, the Notes Advances of any Lender, or any fees or other amounts payable hereunder or under to any other Loan DocumentLender in each case without the consent of such Lender, (dviii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or to any Lender in each case without the consent of such Lender, (ix) extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentexcept as provided in Section 9.01(c), (f) amend Section 2.11 or this Section 9.01, (gx) amend the definition of “Majority Lenders,” (h) release Committed Foreign Currencies without the consent of any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), affected Lender or (jxi) release any Collateral securing amend clause (iv) or clause (v) of Section 5.01(p) without the Obligations, except for releases consent of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)each affected Lender; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No Subject to the terms of the Intercreditor Agreement, no amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than the Fee Letter)Document, nor 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 parties thereto with the Majority Lenders and written consent of the BorrowerRequired Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver, waiver or consent shall, unless consented to in writing and signed by all the Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, Section 3.02 or Section 2.18(d), (bii) increase change the Borrowing Base percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the Commitments number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (iii) amend this Section 8.01 or the definition of “Required Lenders”, (iv) amend Section 2.10 or any provision herein relating to the pro rata sharing of payments among the Lenders, (cv) release any of the Guarantors from their obligations under the Guaranty, (vi) release or subordinate any material portion of the Collateral in any transaction or series of related transactions (other than to effect a transaction expressly permitted by Section 5.02(e)) or (vii) amend Section 2.18 or Section 5.02(b)(iv), and (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (i) increase or extend the Commitments of such Lender, (ii) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Document, (diii) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)hereunder; and provided, further, provided further that no amendment, waiver or consent shallshall amend, unless in writing and signed by the Administrative Agent modify, or the Issuing Lender in addition to the Lenders required above to take such action, otherwise affect the rights or duties of the Administrative Agent or the Issuing LenderCollateral Agent under this Agreement or any other Loan Document unless in writing consented to and executed by the Administrative Agent or the Collateral Agent, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result (in each case, acting in its respective sole and absolute discretion with respect to such consent and execution), in addition to (if required) the written consent of the existence of obligations owed relevant Lenders required above to it under Hedge Contractstake such action.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, Agreement or any other Loan Document (other than of the Fee Letter)Other Agreements, nor consent to any departure by the Borrower or any Subsidiary Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Requisite Lenders, or if Lenders shall not be parties thereto, by the parties thereto and consented to by the BorrowerRequisite Lenders, and then each such amendment, 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the Administrative Agent following: (i) increase the Maximum Loan Amounts of Lenders or subject Lenders to any additional obligations to extend credit to Borrowers, (ii) reduce the principal of, or interest on, the Loans or any fees hereunder, (iii) postpone any date fixed for any payment in respect of principal of, or interest on, the Loan or any fees hereunder, (iv) change the Pro Rata Shares of Lenders, or any minimum requirement necessary for Lenders or the Issuing Lender in addition to the Requisite Lenders required above to take such actionany action hereunder, affect (v) amend or waive this Paragraph (14), or change the definition of the Requisite Lenders, or (vi) except in connection with the financing, refinancing, sale or other disposition of any asset of Borrowers permitted under this Agreement, release or subordinate any liens in favor of Agent, for the benefit of Agent and Lenders, on any of the Collateral and provided further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan DocumentOther Agreement shall in any event be effective, unless in writing and signed by Agent in addition to Lenders required hereinabove to take such action. No Lender or Notwithstanding any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence foregoing to the contrary, the consent of obligations owed to it under Hedge Contracts.Borrowers shall not be required for any amendment, modification or waiver of the provisions of Paragraph (11) of this Exhibit A.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Subsidiary Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Borrowers and the BorrowerRequisite 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) subject to Section 2.18, increase the Borrowing Base or the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes Advances or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documenthereunder, (f) limit or release the liability of the Guarantor under the Guaranty, (g) postpone any date fixed for payment under the Guaranty or (h) amend Section 2.11 2.14 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsAgreement.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this AgreementAgreement may be modified or supplemented only by an instrument in writing signed by the Company, the NotesAdministrative Agent, the Co-Agent and the Majority Lenders, or any other Loan Document (other than the Fee Letter), nor consent to any departure by the Borrower or Company and the Administrative Agent acting with the consent of the Majority Lenders, and any Subsidiary therefrom, shall in any event provision of this Agreement may be effective unless the same shall be in writing and signed waived by the Majority Lenders and or by the BorrowerAdministrative Agent acting with the consent of the Majority Lenders; provided that: (a) no modification, and then such supplement or 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, unless in writing and by an instrument signed by the Company and all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase, do or extend the term of any of the following: Commitments, or extend the time or waive any requirement for the reduction or termination of any of the Commitments, (aii) extend the date fixed for the payment of principal of or interest on any Loan, the Reimbursement Obligations or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Company to prepay Loans, including the allocations of such prepayments among the Classes of Loans, (vi) alter the terms of this Section 12.04, (vii) modify the definition of the term "Majority Lenders", or 24184999 modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (viii) waive any of the conditions specified precedent set forth in Section 3.01, 7.01 hereof or (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (hix) release any Guarantor from its obligations hereunder and under the other Basic Documents; (b) any Guaranty other than as a result modification or supplement of a transaction permitted hereby, (i) permit Section 11 hereof shall require the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b); and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Agent; and (c) any modification or supplement of Section 6 hereof shall require the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate consent of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contractseach Guarantor.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Revolving Credit Notes, or any other Loan Document (other than the Fee Letter), nor 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 or on behalf of the Majority Lenders Borrower and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by or on behalf of the Borrower and all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Revolving Credit Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend the definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)8.01; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by or on behalf of the Administrative Agent or the an Issuing Lender Bank in addition to the Lenders Persons required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsRevolving Credit Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor 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 Majority 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, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.11, Section 7.06, or this Section 9.01, (g) amend the definition of “Majority Required Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of Guaranty, except in connection with a transaction expressly permitted herebyby Section 6.04, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person that is not expressly permitted by Section 6.04(a), or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement Agreement, or (k) amend or waive any provision of, nor consent to any departure by any party thereto from, the Subordination and except for releases of Collateral as permitted under Section 8.08(b); Intercreditor Agreement, and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No An amendment or waiver of any provision of this Agreement, Agreement or the Notes, or any other Loan Document (other than the Fee Letter), nor a consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Majority Lenders and the BorrowerLenders, and then such a 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (a) waive any of the conditions specified in Section 3.01Article III, (b) increase the Borrowing Base or extend the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or under any other Loan Documenthereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or the Notes or any facility fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders the Commitments or of the aggregate unpaid principal amount of any Advance or the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Documentthis Agreement, (f) amend Section 2.11 or this Section 9.019.1, (g) amend the definition amend, waive or consent to any departure of “Majority Lenders,” any provision in Article VI or (h) except as provided below, release any Guarantor Borrower or Holding or any Restricted Affiliate from its obligations under any Guaranty other than as a result of a transaction permitted herebyguarantee in Article VI, (i) permit the Borrower Holding Guarantee or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)Restricted Affiliate Guarantee, or (j) release any Collateral securing as the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)71 67 case may be; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or and the Issuing Lender CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, CAF Advance Agent under this Agreement or any other Loan Document. No Lender or any Affiliate Note; provided, still further, that the guarantee of a Lender Borrower under Article VI and of a Restricted Affiliate under its Restricted Affiliate Guarantee shall have any voting rights be released automatically upon (i) the sale by the Company of such Borrower or Restricted Affiliate, provided that such sale is permitted under any Loan Document as this Agreement, or (ii) such Borrower or Restricted Affiliate ceasing to be a result of the existence of obligations owed to it under Hedge ContractsBorrower or a Restricted Affiliate hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor 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 Majority Lenders and and, in the case of any amendment, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article IV, (b) increase the Borrowing Base Commitments of any of the Lenders or subject any of the Lenders to any additional obligations, (c) except as otherwise provided in Section 2.18, extend the term of the Commitments of any of the Lenders, (cd) reduce the principal of, or interest on, the Notes Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (de) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (ef) change the percentage Percentage of Lenders the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01hereunder, (g) amend the definition of “Majority any Loan Document in a manner intended to prefer one or more Lenders,” , (h) release any Guarantor the Parent from its guaranty obligations under any the Guaranty other than as a result of a transaction permitted hereby, or (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend this Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)9.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority 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; providedPROVIDED, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.013.01 or 3.02, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Credit Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Datehereunder, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 2.01(b), Section 2.13, Section 2.14(a) or this Section 9.01, (f) release the Guaranty or any guarantor thereunder (other than the release of a guarantor which is one of the Borrower's Subsidiaries in connection with the sale or transfer thereof, whether by sale of stock, merger, consolidation or otherwise, to the extent permitted under this Agreement), or (g) amend the definition definitions of “"Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement " and except for releases of Collateral as permitted under Section 8.08(b)"Maturity Date"; and providedPROVIDED, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge Contracts.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Credit Document, nor consent to any departure by the Borrower or any Subsidiary Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerAdministrative 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 shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver, waiver or consent shall, unless in writing and signed by all the LendersBanks, (or, in the event the waiver or consent affects only Banks under the Revolving Facility or the TL Facility, all of the Banks party to the applicable Facility), do any of the following: (aa)(i) waive any increase the Total Revolving Facility Commitments to an amount in excess of Seven Hundred Fifty Million Dollars ($750,000,000), except in accordance with the conditions specified provisions of Section 1.06, which may permit an additional Five Hundred Million Dollar ($500,000,000) increase in the Total Revolving Facility Commitments to a maximum of One Billion Two Hundred Fifty Million Dollars ($1,250,000,000) in Total Revolving Facility Commitments, or (ii) increase the Total TL Facility Commitments to an amount in excess of Three Hundred Million Dollars ($300,000,000), except in accordance with the provisions of Section 3.011.06, which may permit an additional Two Hundred Million Dollar ($200,000,000) increase in the Total TL Facility Commitments to a maximum of Five Hundred Million Dollars ($500,000,000) in Total TL Facility Commitments, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan DocumentCredit Document or otherwise release the Borrower from any Obligations, (dc) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the termination date of such Bank’s Commitment beyond the Revolving Facility Maturity Date (except in accordance with the provisions of Section 1.07) or the Commitment Termination TL Facility Maturity Date, as applicable, (ed) change the percentage of Lenders the Commitments of the Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Loan Credit Document, (e) amend this Section 11.01, (f) amend Section 2.11 the definitions of “Required Lenders” or this Section 9.01“Required Class Lenders”, (g) amend the definition of “Majority Lenders,” Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or the Environmental Indemnity or any Guaranty other than as a result Pledgor from its obligations under the Pledge Agreement; provided that the Administrative Agent can, if no Default then exists, release any Eligible Subsidiary Guarantor and Pledgor in accordance with the provisions of a transaction permitted herebySections 5.09(b), 5.10(c) or 11.23, (i) permit modify any provisions requiring payment to be made for the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)ratable account of the Banks, or (j) release any Collateral securing amend the Obligations, except for releases definition of Collateral sold as permitted by this Agreement and except for releases “Pro Rata Share” or (k) require the duration of Collateral as permitted under Section 8.08(b)an Interest Period to be more than six months if such period is not available to all Banks; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the any Issuing Lender Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent or the such Issuing LenderBank, as the case may be, under this Agreement or any other Loan Credit Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result In addition, none of the existence following decisions shall be made without the written consent of obligations owed to it the Required Lenders, or, in the event the decision affects only the Banks under Hedge Contracts.the Revolving Facility or the TL Facility, the applicable Required Class Lenders:

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the any Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerLenders, 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, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01Article V, (b) increase the Borrowing Base Commitment of any Lender hereunder or increase the Commitments of the LendersLenders that may be maintained hereunder or increase any Borrower Sublimit or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes Notes, any Applicable Margin or any fees or other amounts payable hereunder or under any (other Loan Documentthan fees payable to the Agents pursuant to Section 2.02(c) hereof), (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend under the Maturity Date or Loan Documents (other than fees payable to the Commitment Termination DateAgents pursuant to Section 2.02(c) hereof), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other the Loan DocumentDocuments, (f) amend Section 2.11 any Loan Document in a manner intended to prefer one or this Section 9.01more Lenders over any other Lenders, or (g) amend the definition of “Majority Lenders,” this Section 10.01, or (h) release any Guarantor from its obligations under any Guaranty all or substantially all of the Collateral other than as a result in accordance with the terms of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a), or (j) release any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(b)Loan Documents; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender Notwithstanding anything to the contrary contained in the immediately preceding sentence, the effectiveness of any such amendment, waiver or consent which would result in any increase in any Commitment or Borrower Sublimit or any Affiliate extension of a Lender any Commitment shall have be subject to the delivery by the Borrowers of evidence satisfactory to the Lenders that any voting rights under any Loan Document as a result Governmental Approvals referred to in clause (i) of the existence definition of obligations owed "Governmental Approvals" required in connection with such increase have been obtained or made prior to it under Hedge Contractsthe effectiveness of such amendment, waiver or consent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement or the Notes, Notes or any other Loan Document (other than the Fee Letter)Document, nor consent to any departure by the Borrower or any Subsidiary Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the BorrowerRequired 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, waiver or consent shall, unless in writing and signed by all of the Lenders, or the Lenders affected thereby with respect to sub-part (viii) only, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, in the case of the Initial Extension of Credit, Section 3.02, (bii) amend the definition of “Required Lenders” or otherwise change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) release the Borrower with respect to any of its monetary Obligations under the Loan Documents or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations except in accordance with Section 7.08, (iv) release any Borrowing Base Property (except as contemplated by the definition of “Removed Borrowing Base Property”) or all or substantially all of the Collateral, in each case in any transaction or series of related transactions, or permit the creation, incurrence, assumption or existence of any Lien on any individual Borrowing Base Property, in each case in any transaction or series of related transactions, to secure any Obligations other than Obligations owing to the Lender Parties under the Loan Documents or the Hedge Obligations, (v) amend this Section 9.01, (vi) increase the Borrowing Base or the Commitments of the LendersLenders (except as provided in Section 2.16) or subject the Lenders to any additional obligations, or amend Section 2.16, (cvii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Documenthereunder, (dviii) extend the Termination Date (except as provided in Section 2.18) or otherwise postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Dateamend Section 2.06, (eix) change limit the percentage liability of Lenders which shall be required for any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders or any of them required above to take any action hereunder such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under any other Loan Documentthis Agreement, (fx) modify, amend or delete the defined term “Change of Control”, or waive any Default with respect thereto, (xi) modify, amend or delete the requirement in the defined term “Additional Borrowing Base Property” or Section 2.11 or this Section 9.01, 9.16(a) that the Borrowing Base Property Condition in subpart (g) amend the of such definition of “Majority Lenders,” (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted hereby, (i) permit the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(a)must be satisfied, or (jxii) release any Collateral securing the Obligationsmodify, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under amend or delete Section 8.08(b)9.17; and provided, further, provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Lender, as the case may be, under this Agreement or any the other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under Hedge ContractsDocuments.

Amendments, Etc. No amendment or waiver of Subject to Section 2.11(d), (a) neither this Agreement nor any other Transaction Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the NotesBorrower, the Administrative Agent and the Majority Lenders, except in the case of any agreement, amendment or modification required to effectuate an increase in the Commitments then in effect, which agreement, amendment or modification shall require the consent of the Borrower, the Guarantor, the Administrative Agent and each Lender consenting to such increase in the Commitments, (ii) in the case of any other Loan Document (other than the Fee Letter)Transaction Document, nor consent pursuant to any departure an agreement or agreements in writing entered into by the Borrower or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders Administrative Agent and the Borrower, and then such waiver or consent shall be effective only with (except in the specific instance and case of the Administrative Agent Fee Letter) the consent of the Majority Lenders, or (iii) with respect to certain matters relating to the Collection Account, as provided in Section 5.2(l); provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Advance or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (C) postpone any scheduled date of payment of the principal amount of any Advance, or any date for the specific purpose for which given; providedpayment of any interest, however, that no amendment, waiverfees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent shallof each Lender (including any such Lender that is a Defaulting Lender) affected thereby, unless in writing and signed by all the Lenders, do (D) change any of the following: (a) waive any provisions of the conditions specified in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the Maturity Date or the Commitment Termination Date, (e) change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (f) amend Section 2.11 or this Section 9.01, (g) amend or the definition of “Majority Lenders,” or any other provision of any Transaction Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (h) release any Guarantor from its obligations under any Guaranty other than as a result of a transaction permitted herebyany Defaulting Lender) directly affected thereby, (iE) permit change Section 10.7(b), (F) change the Borrower provisions of Section 2.14 relating to the extension of the Availability Period End Date, or the consent requirements with respect thereto, except with the consent of each Lender (other than any Subsidiary to enter into any merger or consolidation with or into any other Person or amend Section 6.04(aDefaulting Lender), or (jG) release all or substantially all of the Collateral without the written consent of each Lender (other than any Collateral securing the Obligations, except for releases of Collateral sold as permitted by this Agreement and except for releases of Collateral as permitted under Section 8.08(bDefaulting Lender); and provided, further, that no amendment, waiver such agreement shall amend or consent shall, unless modify the definition of “Borrowing Base” or any constituent term thereof in writing and signed by the Administrative Agent or the Issuing Lender in addition a manner that is adverse to the Lenders required above to take without the written consent of each Lender (other than any Defaulting Lender); provided, further that no such actionagreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or hereunder without the Issuing Lender, as the case may be, under this Agreement or any other Loan Document. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result prior written consent of the existence Administrative Agent (it being understood that any amendment to Section 10.7 shall require the consent of obligations owed the Administrative Agent). The Administrative Agent may also amend Exhibit E attached hereto to it under Hedge Contractsreflect assignments entered into pursuant to Section 10.8. Notwithstanding anything herein to the contrary, no Loan Note nor Exhibit C attached hereto may be amended without the prior express written consent of Freddie Mac.