Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and the Company, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) increase waive any Commitment of any Lender or subject any Lender to any additional obligationsthe conditions specified in Section 3.01 or, without in the written consent case of such Lender; the Initial Extension of Credit, Section 3.02, (ii) reduce change the principal of, number of Lenders or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of (x) the Commitments or of Commitments, (y) the aggregate unpaid principal amount of any the Advances or (z) the aggregate Available Amount of the Loansoutstanding Letters of Credit that, or the number of Lendersin each case, which 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 this AgreementSection 1 of the Guaranty to which it is a party or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Agent and the Lender Parties, without (iv) release all or substantially all of the written consent Collateral in any transaction or series of each Lender; 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 and other than Debt owing to any other Person, provided that, in the case of any Lien on all or substantially all of the Collateral to secure Debt owing to any other Person, (A) such Lien shall be subordinated to the Liens created under the Loan Documents on terms acceptable to the Required Lenders and (B) the Required Lenders shall otherwise permit the creation, incurrence, assumption or existence of such Lien and, to the extent not otherwise permitted under Section 5.02(b), of such Debt, (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 8.01, or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to (vi) limit the contrary, liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under any Working Capital Facility if 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, (iii) postpone any date fixed for any payment or prepayment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or (iv) change the order of application of any prepayment set forth in Section 11 without 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 consent 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 Administrative AgentSwing Line Bank or of the Issuing 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 the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by each Bank directly affected thereby, do any of the following (iwith respect to such Bank that is not in agreement therewith): (a) waive any of the conditions specified in Article III, (b) increase any such Bank’s Commitment of any Lender or subject any Lender it to any additional obligations, without the written consent of such Lender; (iic) forgive or reduce the principal of, or interest on, any Loan, the Total Outstanding Amount or any fees hereunderor other amounts payable hereunder to such Bank, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Total Outstanding Amount or any fee hereunder fees or other amounts payable hereunder, (e) take any action which requires the consent of such Bank before it is applicable to such Bank pursuant to Sections 2.03the terms of any Loan Document, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, Notes which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without the written consent of each Lender; any Loan Document or (vg) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.1; and provided, further, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent or any L/C Issuer in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent or such L/C Issuer under any Loan Document. Notwithstanding anything to the contrary herein, this Section 8.1, in respect of a Defaulting Bank, shall be subject to Section 2.19.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document (other than the Loan Documents referred to in clause (v), (vi), (vii), (viii) and (ix) of the definition thereof which may be amended by agreement of the parties thereto), nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed in writing and signed (or, in the case of the Guaranty or Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by the Super Majority Lenders (other than any Lender Party that is, at such time, a Defaulting Lender) amend or otherwise modify the definition of “Loan Value” or any component thereof (including any advance rates included in such definition) so as to increase the aggregate Loan Value of the Eligible Collateral or any component of such Loan Value; provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) increase waive any Commitment of any Lender the conditions specified in Section 3.01 or subject any Lender to any additional obligations3.02 (in the case of the initial extension of credit), without the written consent of such Lender; (ii) reduce change the principal of, number of Lenders or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of (x) the Commitments or of Commitments, (y) the aggregate unpaid principal amount of any the Advances or (z) the aggregate Available Amount of the Loansoutstanding Letters of Credit that, or the number of Lendersin each case, which 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 this AgreementSection 1 of the Guaranty issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties (other than, without in the written consent case of each Lender; any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.13 or this Section 12.05 8.01, (vi) increase the Commitments of the Lenders (except in accordance with the provisions of Section 2.17), (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to 2.04 or 2.07 or any date fixed for payment of fees or other amounts payable hereunder, or (ix) limit the contrary, liability of any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Swing Line Bank or the Issuing Bank, as the case may be, in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or obligations of the Administrative AgentSwing Line Bank or of 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 an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document (other than the Loan Documents referred to in clause (ii) and (v) of the definition thereof, which may be amended in accordance with the terms thereof), nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Guaranty and the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) increase waive any Commitment of any Lender or subject any Lender to any additional obligationsthe conditions specified in Section 3.01, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the number of Lenders or the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which Loans that 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 this AgreementSection 1 of the Guaranty issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders (other than, without in the written consent case of each Lender; any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.11 or this Section 12.05 8.01, (vi) increase the Bridge Loan Commitments of the Lenders, (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to 2.03 or 2.06 or any date fixed for payment of fees or other amounts payable hereunder or (ix) limit the contrary, liability of any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by an Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the Administrative Agentother Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company any Borrower or Mondelēz therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Required Lenders and the CompanyMondelēz, and each 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 (including Defaulting Lenders) affected thereby and Mondelēz, do any of the following: (a) waive any of the conditions specified in Sections 3.01, 3.02, 3.03 or 3.05 (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 3.01, 3.02, 3.03 or 3.05 unless the amendment or waiver so provides), (ib) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or the amount or rate of interest on, any Loan, the Pro Rata Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Pro Rata Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansPro Rata Advances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder (including any such change to the definition of “Required Lenders”), (f) release Mondelēz from any of its obligations under this AgreementArticle VIII, without (g) change Section 2.16 in a manner that would alter the written consent pro rata sharing of each Lender; payments required thereby or (vh) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or 9.01; provided further that no waiver of the conditions specified in Section 12.08 hereof. Notwithstanding anything 3.04 in this Section 12.05 connection with any Competitive Bid Borrowing shall be effective unless consented to the contrary, by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further that (x) no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement and (y) this Agreement may be made amended with respect to Section 11 without the written consent of the Administrative AgentAgent and Mondelēz.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyCompany and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following: (ia) increase waive any of the conditions specified in Section 3.01 or 3.02, (b) change the Commitment of any Lender or subject any Lender to any additional obligationsobligations (other than pursuant to Section 2.04), without the written consent of such Lender; (iic) reduce the principal of, or interest on, the Advances or any Loanfees or other amount payable hereunder, (d) postpone any date fixed by this Agreement for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, (f) change Section 2.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; , and (i) amend, waive, or (v) change in any way modify or suspend any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or of this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided, further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement and (ii) Section 8.07(i) may not be made with respect to Section 11 amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the Administrative Agenttime of such amendment, waiver or other modification.

Amendments, Etc. No (1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or the Notesany other Loan Document, nor any and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall in any event be effective unless in writing signed by the same Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h), (i) or (j) below (in the case of clause (j), to the extent permitted by Section 2.14, but subject to the last proviso in such clause (j)), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (a), (b), (c) or (g)(IV), which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent, it being understood that with respect to the foregoing clauses (i) and (ii), if the applicable waiver, consent or amendment has not been acknowledged by the Administrative Agent in the time frames provided, the Administrative Agent shall be agreed deemed to have acknowledged such applicable waiver, consent or consented to by the Majority Lenders and the Company, amendment; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided that no such amendment, waiver or consent shall (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.shall:

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrower and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by the Requisite Lenders, waive any of the conditions specified in Section 3.01 or 3.02, (b) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) increase any Commitment change the number of any Lender Lenders or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of (x) the Commitments or of (y) the aggregate unpaid principal amount of any of the LoansAdvances that, or the number of Lendersin each case, which shall be required for the Lenders or any of them to take any action hereunder, (ii) reduce or limit the obligations of the Guarantor under this AgreementSection 1 of the Guaranty or otherwise limit the Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, without the written consent of each Lender; except as expressly permitted therein, or (viii) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01 and (c) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment or an Advance outstanding under the Facility if affected by such amendment, waiver or consent, (i) increase the Commitment of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Note held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iii) postpone any date fixed under Section 11 without 2.03 for any payment of principal of or fixed under Section 2.05 or 2.06 for any payment of any interest on, the Note held by such Lender or fixed under Section 2.07 for payment of any fees payable hereunder to such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany Note, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Banks, and each 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 or consent shall shall: (ia) waive any of the conditions specified in Section 3.01 without the written consent of each Bank, (b) increase any the Commitment of any Lender Bank or subject any Lender Bank to any additional obligations, obligations without the written consent of such Lender; Bank, (iic) reduce the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender Bank affected thereby; , (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee fees or other amounts payable hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender Bank affected thereby; , (ive) change amend the percentage definition of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, "Required Banks" without the written consent of each LenderBank; or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.14 or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to 8.01 without the contrarywritten consent of each Bank; and provided, further, that (x) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any of the 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 any Issuing Bank under this Agreement.

Amendments, Etc. No amendment or waiver of any --------------- provision of this Agreement or the Revolving Credit Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver -------- ------- or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Revolving Credit Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Revolving Credit Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansRevolving Credit Advances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01; 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 Agent under this Agreement or any Note; and provided further that this Section 8.01 shall be made with respect not -------- ------- apply to changes in Commitments pursuant to Section 11 without the consent 2.11, Section 2.12, Section 2.17 or any other Section of the Administrative Agentthis Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyCompany and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following: (ia) increase waive any of the conditions specified in Section 3.01 or 3.02, (b) change the Commitment of any Lender or subject any Lender to any additional obligationsobligations (other than pursuant to Section 2.04 or 2.16), without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Advances or any fees or other amount payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed by this Agreement for any payment of principal ofprincipal, interest, fees or interest on, any Loan, other amounts due to the Lenders (or any fee of them) or any fees hereunder (other than pursuant to Sections 2.03Section 2.16), 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreement, (f) change Section 2.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; , and (g) amend, waive, or (v) change in any way modify or suspend any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or of this Section 12.05 8.01 or clause (ii) of Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.18; and provided, further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement and (ii) Section 8.07(i) may not be made with respect to Section 11 amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by a special purpose funding vehicle (an “SPC”) at the Administrative Agenttime of such amendment, waiver or other modification.

Amendments, Etc. No amendment that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.03 (Increased Costs), 4.05 (Funding Losses) and 4.06 (Taxes) (subject to the requirements and limitations therein, including the requirements under Section 4.06(e) (Taxes – Status of Lenders) (it being understood that any documentation required under Section 4.06 (Taxes) shall be delivered to such New Lender) to the same extent as if it had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04; provided that such Participant (A) agrees to be subject to the provisions of Section 4.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 10.04; and (B) shall not be entitled to receive any greater payment under Sections 4.03 (Increased Costs) or waiver 4.06 (Taxes), with respect to any participation, than such New Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each New Lender agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.14 (Right of Setoff) as though it were such New Lender. Each New Lender which sells a Participation pursuant to this Section 10.04(d) shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the KEXIM Direct Facility Loans or other obligations under the Financing Documents (the “Participant Register”); provided that such New Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any provision Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such New Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement or the Notes, nor notwithstanding any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and the Company, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 notice to the contrary. For the avoidance of doubt, the KEXIM Facility Agent (in its capacity as KEXIM Facility Agent) shall have no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agentresponsibility for maintaining a Participant Register.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany other Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (i) waive any of the conditions specified in Section 3.01 hereof, (ii) increase any the Commitment of any Lender Bank or subject any Lender Bank to any additional obligations, without the written consent of such Lender; (iiiii) reduce the principal of, or interest on, the outstanding Advances or other amounts payable hereunder or under any Loanother Loan Document, or any fees hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances or other amounts payable hereunder or under any Loanother Loan Document, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loansoutstanding Advances, or the number of LendersBanks, which that shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder, without (vi) amend or waive the written consent provisions for the sharing of each Lender; payments among the Banks as set forth in Section 2.13 or (vvii) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend the definition of Majority Banks or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided, further, that (A) no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and (B) this Agreement may be made with respect to Section 11 amended and restated without the consent of any Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder and each other Loan Document to such Bank or the Administrative Agent, as the case may be.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesPledge Agreement, nor any consent to any departure by the Company Account Party therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by the Issuing Bank and all the Participating Banks, do any of the following: (ia) waive, modify or eliminate any of the conditions specified in Article V of this Agreement, (b) increase any Commitment the Commitments of any Lender or the Participating Banks that may be maintained hereunder, subject any Lender the Participating Banks to any additional obligationsobligations or extend the Stated Termination Date, without the written consent of such Lender; (iic) reduce the principal of, or interest on, the Advances, any Loanamount reimbursable on demand pursuant to Section 3.01, or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loanthe Advances, such reimbursable amounts or any fee fees or other amounts payable hereunder (other than fees payable to the Issuing Bank or the Agent pursuant to Sections 2.03Section 2.03 hereof), 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, Participating Banks which shall be required for the Lenders Participating Banks or any of them to take any action under hereunder, (f) amend this AgreementAgreement or the Pledge Agreement in a manner intended to prefer one or more Participating Banks over any other Participating Banks, without the written consent of each Lender; (g) amend this Section 10.01, or (vh) release any of the Collateral otherwise than in accordance with any provisions for such release contained in the Security Documents, or change any provision contained in Sections 2.07of any Security Document providing for the release of all or substantially all of the Collateral; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank or the Agent in addition to the Participating Banks required above to take such action, affect the rights or duties of the Issuing Bank or the Agent, as the case may be, under this Agreement or the Pledge Agreement and (ii) no amendment, waiver or consent shall, unless in writing and signed by the "Majority Lenders" under the Other Reimbursement Agreement, shall change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Participating Banks which shall be made with respect required for the Participating Banks or any of them to Section 11 without take, or to direct the consent of Collateral Agent to take, any action under the Administrative AgentIntercreditor Agreement and the Security Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, the Notes or the Notesany other Loan Document, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders Banks and the Company, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall shall, unless in writing and signed by each Bank affected thereby, do any of the following: (ia) increase any the Commitment of such Bank (it being understood that the waiver of any Lender reduction in the Commitments or any mandatory repayment other than (x) the repayment of all Loans at the end of the Revolving Credit Availability Period and (y) the mandatory reductions of the Commitments provided for in Section 2.3(a) and (z) the mandatory prepayments required by the terms of Section 3.2(b), shall not be deemed to be an increase in any Commitment) or subject any Lender the Banks to any additional obligations, without the written consent of such Lenderobligation; (iib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or any fees fee hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any scheduled date fixed for any payment or mandatory prepayment of principal of, or interest on, any Loan, Reimbursement Obligation, fee or any fee hereunder pursuant other sum to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected therebybe paid hereunder; (ivd) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansLoans and Letter of Credit Liabilities, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without the written consent of each Lender; or (ve) change any provision contained in Sections 2.072.2(c), 6, 12.03 9.7 or 12.04 13.3 hereof or this Section 12.05 13.4 or Section 12.08 6.7 hereof, or (f) release all or substantially all of any security for the obligations of the Company under this Agreement or any Note or all or substantially all of the personal liability of any obligor created under any of the Loan Documents. Notwithstanding anything Anything in this Section 12.05 13.4 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 12 without the consent of Agent. The consent of the Administrative AgentSuper Majority Banks shall be required to any amendment of any requirement under this Agreement or the other the Loan Documents that the consent of the Super Majority Banks be obtained.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, Seller or Servicer therefrom shall in any event be effective Receivables Purchase Agreement unless the same shall be agreed or consented to in a writing signed by the Majority Lenders Purchasers and, in the case of any amendment, by the Seller and the CompanyServicer and then such amendment, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall (i) increase any Commitment other than an amendment to extend the scheduled Termination Date, no amendment shall be effective unless each Note Issuer that is a Purchaser (or the applicable Purchaser Agent on its behalf) shall have received written confirmation by the Rating Agencies that such amendment shall not cause the rating on the then outstanding Notes of any Lender such Note Issuer to be downgraded or subject any Lender withdrawn; (ii) no amendment shall be effective which would reduce the amount of Investment or Discount, or fees or other amounts payable to any additional obligationsPurchaser hereunder, without or delay any scheduled date for payment thereof (including any scheduled occurrence of the Termination Date) absent the prior written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected therebyPurchaser; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, no increase in a Purchaser’s Maximum Commitment shall be effective without the prior written consent of each Lender affected therebysuch Purchaser; (iv) change no amendments to this Section 6.1 or to the percentage definition of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which Majority Purchasers shall be required for the Lenders or any of them to take any action under this Agreement, effective without the prior written consent of each Lender; or all Purchasers and (v) change no amendments to Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.8, 1.10, 1.11, 1.12, 3.1, 3.2, Article V, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.9, 6.10, 6.11 or 6.13 or the definitions of Applicable Margin, Bank Rate, Base Rate, Carry Costs, CP Rate, Discount, Eurodollar Rate, Federal Funds Rate, Investment, Investment Share, Level One Trigger, LIBOR Participation, Loss Percentage, Loss Reserve, Loss Reserve Ratio, Net Receivables Pool Balance, Normal Concentration Percentage, Program Fee, Special Obligor, Termination Date, Termination Fee, Yield Period, or any provision contained definitions incorporated in Sections 2.07such definitions, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 effective in each case without the consent of the Administrative Majority Purchasers and the Agent; and provided, further, that no such amendment shall in any way amend any provisions of this Agreement applicable to the rights or obligations of the Agent or any Purchaser Agent without the prior written consent of the Agent or such Purchaser Agent, as applicable. No failure on the part of the Agent, any Purchaser, or any Purchaser Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Company and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any the Commitment of any a Lender or subject any a Lender to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or rate of interest on, any Loan, the Revolving Credit Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Revolving Credit Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansRevolving Credit Notes, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under hereunder, (f) release the guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision of this Agreement, without Agreement that relates to the written consent pro rata treatment of each Lender; the Lenders hereunder or (vh) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; 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 Agent under this Agreement or any Note. If the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Company shall be made with respect permitted to Section 11 amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without the any further action or consent of any other party to this Agreement if the Administrative Agentsame is not objected to in writing by the Required Lenders to the Agent within five Business Days following receipt of notice thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Company and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any or extend the Commitment of any a Lender or subject any a Lender to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or rate of interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansNotes, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under hereunder, (f) release the guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision of this Agreement, without Agreement that relates to the written consent pro rata treatment of each Lender; the Lenders hereunder or (vh) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; 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 Agent under this Agreement or any Note. If the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Company shall be made with respect permitted to Section 11 amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without the any further action or consent of any other party to this Agreement if the Administrative Agentsame is not objected to in writing by the Required Lenders to the Agent within five Business Days following receipt of notice thereof.

Amendments, Etc. No Subject to Section 2.16(a)(i) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.01, no amendment or waiver of any provision of this Agreement or the Notesany Note, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBorrower (and acknowledged by the Administrative Agent), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby (iother than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase any Commitment or extend the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without (c) change any provision hereof in a manner that would alter the written consent pro rata sharing of such Lender; payments or the pro rata reduction of Commitments among the Lenders, (iid) reduce the principal of, or interest (or rate of interest) on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiie) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, Advances or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vg) change any provision waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders” or (iii) the proviso contained in Sections 2.07Section 8.07; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or Section 2.16; (ii) Section 8.08(g) may not be made with respect to Section 11 amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender to the extent necessary (1) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as reasonably determined by the Administrative Agent) or (2) to make administrative changes of a 63 technical or immaterial nature; provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender and (y) the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Majority Lenders stating that the Majority Lenders object to such amendment.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (i) waive or modify any of the conditions specified in Article IV, (ii) increase any Commitment the Commitments of any Lender the Banks or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iiiii) reduce the principal of, or interest on, any Loanthe Advances, the Purchased Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, any Loanthe Advances, the Purchased Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, the Purchased Notes, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under hereunder, (vi) amend this Agreement, without the written consent of each Lender; Section 9.01 or (vvii) release any collateral securing the Purchased Notes or change any provision contained in Sections 2.07of the Note Indenture providing for the release of any collateral securing the obligations of the Company thereunder; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall be made shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or with respect to Section 11 without the consent of the Administrative Agentany Purchased Note.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document (other than the Loan Documents referred to in clause (ii), (v), (vi) and (vii) of the definition thereof, which may be amended in accordance with the terms thereof), nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Guaranty and the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the following at any time: (i) increase waive any Commitment of any Lender or subject any Lender to any additional obligationsthe conditions specified in Section 3.01 and 3.03 (in the case of the Initial Term Loan Borrowing), without the written consent of such Lender; (ii) reduce change the principal of, number of Lenders or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of (x) the Term Loan Commitments or of (y) the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which Term Loan Advances that 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 this AgreementSection 1 of the Guaranty issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders (other than, without in the written consent case of each Lender; any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.12 or this Section 12.05 8.01, (vi) increase the Term Loan Commitments of the Lenders (except in accordance with the provisions of Section 2.16), (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to 2.03 or 2.06 or any date fixed for payment of fees or other amounts payable hereunder or (ix) limit the contrary, liability of any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by an Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the Administrative Agentother Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and Lenders, in the Companycase of any such amendment, waiver or consent of or in respect of this Agreement or any A Note, or the Lender which shall have made the B Advance to which such amendment, waiver or consent relates, in the case of any such amendment, waiver or consent of or in respect of the B Note to which such B Advance relates, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following: (ia) increase waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) change the Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the A Notes or any fees hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the A Notes or any fee hereunder pursuant to Sections 2.03fees hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansA Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; and (f) amend, waive, or (v) change in any way modify or suspend any provision contained in Sections 2.07, 6, 12.03 of Section 2.16 or 12.04 hereof or of this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided, further, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Lenders required hereinabove to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrowers and the CompanyMajority Banks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) waive any of the conditions specified in Section 3.01, 3.02, or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (b) increase any Commitment the Commitments of any Lender the Banks (other than pursuant to Section 2.05(c)), or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iic) reduce or forgive the principal of, or the rate or amount of interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the definition of “Majority Banks” or the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of LendersBanks, which shall be required for the Lenders Banks, or any of them them, to take any action under this Agreementhereunder, without the written consent of each Lender; (f) [Intentionally Omitted], or (vg) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided, further, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent, in addition to Section 11 without the consent Borrower and the Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and Lenders, in the Companycase of any such amendment, waiver or consent of or in respect of this Agreement, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following: (i) waive any of the conditions specified in Section 3.01 or 3.02, (ii) increase any the Commitment of any Lender or subject any Lender to any additional obligations, without (iii) reduce, or waive the written consent of such Lender; (ii) reduce payment of, the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant fees or other amounts payable to Sections 2.03the Lenders ratably hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (vvi) change amend, waive, or in any way modify or suspend any provision contained in Sections 2.07, 6, 12.03 requiring the pro rata application of payments or 12.04 hereof or of this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; provided further, that no amendment, waiver or consent shall shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any amount payable to such Lender; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action, affect the rights or duties of such Administrative Agent under this Agreement and (B) this Agreement may be made with respect to Section 11 amended and restated without the consent of any Lender, the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

Amendments, Etc. No (a) Without limiting Section 8.10 and except as otherwise provided below in this Section 9.01, no amendment or waiver of any provision of this Agreement any Loan Document or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall, unless in writing and signed by all the Lenders, do any of the following: (w) waive any of the conditions specified in Section 3.01, (x) 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, (iy) amend Section 6.03 or (z) amend this Section 9.01; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (w) release all or substantially all of the value of the Collateral or the guarantees of the Guarantors (except as otherwise permitted by the Loan Documents), (x) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent Commitments of such Lender; , (iiy) reduce the principal of, or interest on, any Loan, the Advances or any fees hereunder, without the written consent of each or other amounts payable to such Lender affected thereby; or (iiiz) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant fees or other amounts payable to Sections 2.03such Lender hereunder; (iii) no amendment, 4.01 waiver or 4.02 hereofconsent shall, without unless in writing and signed by the written consent Required Term Lenders, waive any of each Lender affected therebythe conditions specified in Section 3.02 or Section 3.03; (iv) change no amendment, waiver or consent shall, unless in writing and signed by the percentage of Required Revolving Credit Lenders, waive any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lenderconditions specified in Section 3.04; or and (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Section 11 without Lenders holding Advances of one Class differently from the rights of Lenders holding Advances of any other Class without, in addition to the Lenders required above to take such action, the prior written consent of Lenders holding a majority in interest of the Administrative Agentoutstanding Advances and unused Commitments of each Class so 144 adversely affected; and provided, further, that (i) 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 Agent under this Agreement or any other Loan Document and (ii) 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 the Issuing Banks in their capacities as such under this Agreement.

Amendments, Etc. No amendment or waiver of any Any provision of this Agreement or any other Loan Document may be amended, modified or waived with the Notes, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by Obligors’ and the Majority Lenders’ prior written consent; provided that (i) no amendment, modification or waiver which extends the final maturity of the Loans, increases the Aggregate Maximum Revolving Credit Amounts, increases the Borrowing Base, reduces or forgives the principal amount of any Indebtedness outstanding under this Agreement (including any principal due pursuant to a mandatory prepayment required pursuant to Section 2.07(b)), postpones any date scheduled for any payment of principal or interest under this Agreement (including any principal due pursuant to a mandatory prepayment required pursuant to Section 2.07 (b)), releases any Guarantor, of the Indebtedness, or releases Security Instruments which in the aggregate cover a material portion of the Mortgaged Property (as reflected on the most recent Reserve Report delivered under Section 8.07) during each Borrowing Base Period, reduces the interest rate applicable to the Loans or the fees payable to the Lenders and generally, affects Section 2.03(a), this Section 12.04, Section 12.06(a), any provision of Section 4.05(b) that would alter the Companypro rata sharing of payments required thereby, and each such waiver or consent modifies the definitions of “Majority Lenders” or “Percentage Share” shall be effective only in the specific instance and for the specific purpose for which givenwithout consent of all Lenders; provided, that (ii) no amendment, modification or waiver which increases the Maximum Revolving Credit Amount or consent shall (i) increase any the Commitment of any Lender or subject any Lender to any additional obligations, shall be effective without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; and (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, modification or waiver which modifies the rights, duties or consent obligations of the Administrative Agent shall be made with respect to Section 11 effective without the consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesPledge Agreement, nor any consent to any departure by the Company Account Party therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by the Issuing Bank and all the Participating Banks, do any of the following: (ia) waive, modify or eliminate any of the conditions specified in Article V of this Agreement or Article III of the Amendment, (b) increase any Commitment the Commitments of any Lender the Participating Banks that may be maintained hereunder or subject any Lender the Participating Banks to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, the Advances, any Loanamount reimbursable on demand pursuant to Section 3.01, or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loanthe Advances, such reimbursable amounts or any fee fees or other amounts payable hereunder (other than fees payable to the Issuing Bank or the Agent pursuant to Sections 2.03Section 2.03 hereof), 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, Participating Banks which shall be required for the Lenders Participating Banks or any of them to take any action under hereunder, (f) amend this AgreementAgreement or the Pledge Agreement in a manner intended to prefer one or more Participating Banks over any other Participating Banks, without the written consent of each Lender; (g) amend this Section 10.01, or (vh) release any of the Collateral otherwise than in accordance with any provisions for such release contained in the Security Documents, or change any provision contained in Sections 2.07of any Security Document providing for the release of all or substantially all of the Collateral; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank or the Agent in addition to the Participating Banks required above to take such action, affect the rights or duties of the Issuing Bank or the Agent, as the case may be, under this Agreement or the Pledge Agreement and (ii) no amendment, waiver or consent shall, unless in writing and signed by the "Majority Lenders" under the Other Reimbursement Agreement and the "Majority Lenders" under the Revolving Credit Agreement, shall change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Participating Banks which shall be made with respect required for the Participating Banks or any of them to Section 11 without take, or to direct the consent of Collateral Agent to take, any action under the Administrative AgentIntercreditor Agreement and the Security Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, the Notes or the Notesany other Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any Commitment the Commitments of any Lender or subject any Lender to any additional obligationsthe Lenders, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansNotes, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (f) release any material portion of any collateral held to secure the obligations of the Borrower under this AgreementAgreement and the Notes, without (g) amend or waive any of the written consent of each Lender; provisions specified in Sections 5.03(b)(i) or (vii) change any provision contained in or Sections 2.075.03(d)(ii) or (iii), 6, 12.03 or 12.04 hereof or (h) amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01; and provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note or any other Loan Document.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesother Loan Documents, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) 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 each Lender directly affected thereby, do any of the following: (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent Commitments of such Lender; , (ii) reduce the principal of, or rate of interest on, any Loan, the Advances or any fees or other amounts payable to such Lender hereunder, without the written consent of each Lender affected thereby; or (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee fees or other amounts payable to such Lender hereunder pursuant to Sections 2.03(including, 4.01 but not limited to, the Final Maturity Date) or 4.02 hereof, without the written consent pro rata application of each Lender affected thereby; (iv) change the percentage of any repayments after acceleration of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances in accordance with Section 6.01; and provided, or the number of Lendersfurther, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or that (vx) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any other Loan Document, (y) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank 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 the Issuing Banks in their capacities as such under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and and, in the Companycase of any amendment, the Borrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive, modify or eliminate any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment the Commitments of any Lender the Lenders (except as provided in Section 2.19), change or extend the Termination Date (except as provided in Section 2.18) or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, the A Notes, any Loan, Applicable Margin or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the A Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansA Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided, further, that no amendment, waiver or consent shall be made with shall, unless in writing and signed by the 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 Administrative Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note.

Amendments, Etc. No amendment of any provision of this Agreement, the Notes or any other Loan Document shall be effective unless it is in writing and signed by the Credit Parties who are a party thereto and the Required Lenders, and no waiver of any provision of this Agreement Agreement, the Notes or the Notesany other Loan Document, nor any consent to any departure by any Credit Party therefrom (notwithstanding anything in any Loan Document to the Company therefromcontrary), shall in any event be effective unless the same shall be agreed or consented to it is in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders and each applicable Credit Party, do any of the following: (ia) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, the Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without the written consent of each Lender affected therebyother amounts payable hereunder; (ivd) waive any of the conditions specified in Article V; (e) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, Notes or the number of Lenders, Lenders which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 10.02; or (g) release any Collateral (other than in accordance with Section 12.08 hereof7.02(d)). Notwithstanding anything to the contrary contained in this Section 12.05 to the contrarySection, no amendment, waiver or consent shall be made with respect to Section 11 Article IX hereof without the prior written consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Banks and (in the case of an amendment) the Company, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that except as otherwise expressly provided in this Agreement, no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (a) waive any of the conditions specified in Section 5.01, (b) increase the Commitment of any Bank, increase the LC Exposure of any Bank or otherwise subject any Bank to any additional obligations, (c) 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 fees, commissions or other amounts payable by the Company hereunder, (d) postpone the scheduled date for any payment of any LC Reimbursement Obligation (or interest thereon) or any principal of, or interest on, the Advances or any fees, commissions or other amounts payable by the Company hereunder, or change the Outside Expiry Date, (e) 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, (f) change the definition of "Majority Banks" or the number or percentage in interest of Banks which shall be required for the Banks or any of them to take any action hereunder, (g) amend this Section 10.01, (h) release any cover (except as expressly provided in this Agreement) or (i) increase the LC Sublimit; and provided, further, that no amendment, waiver or consent shall (i) increase any Commitment of any Lender shall, unless in writing and signed by the Administrative Agent or subject any Lender the Issuing Banks in addition to any additional obligationsthe Banks required above to take such action, without affect the written consent of such Lender; (ii) reduce the principal of, rights or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any duties of the Commitments Administrative Agent or the Issuing Banks, as the case may be, under this Agreement and the Notes. This Agreement and the Notes constitute the entire agreement of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made parties with respect to Section 11 without the consent of the Administrative Agentsubject matter hereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Contract Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders (iother than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Contract Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Contract Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansContract Notes, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreementhereunder, without the written consent of each Lender; or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or 8.01; provided, further, that in connection with any Auction Borrowing, any waiver of the conditions specified in clause (iii) of Section 12.08 hereof. Notwithstanding anything in this Section 12.05 3.03 relating to the contraryrepresentation set forth in paragraph (A) of Section 3.03 shall be effective if in writing and signed by each Lender that is to make an Auction Advance in connection with such Auction Borrowing; and provided, further, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent or the Documentation Agent (as the case may be), in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent or the Documentation Agent (as the case may be) under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (ia) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment or extend the Commitments of any Lender the Lenders (other than in accordance with Section 2.19 or Section 2.20) or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee fees or other amounts payable hereunder pursuant to Sections 2.03(other than in accordance with Section 2.20), 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Revolving Credit Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (f) release or otherwise limit the Company's liability with respect to its obligations under this AgreementArticle VII, without (g) contractually subordinate the written consent of each Lender; Obligations hereunder to any other indebtedness or other obligation or (vh) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 9.01; and provided further that (i) 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 Agent under this Agreement or any Note, (ii) no amendment, waiver or consent shall, unless in writing and signed by each of the Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of any of the Issuing Banks in their capacities as such under this Agreement; (iii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be made effected with respect the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended, nor amounts owed to Section 11 such Defaulting Lender reduced, or the final maturity thereof extended, without the consent of such Defaulting Lender, and (B) any waiver, amendment or modification requiring the Administrative 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; (iv) this Agreement may be amended with the written consent of the Agent, each Issuing Bank, the Company and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” or Section 2.03 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 2.03; (v) in order to implement any Commitment Increase pursuant to Section 2.19, this Agreement may be amended for such purpose (but solely to the extent necessary to implement such increase and otherwise in accordance with Section 2.19) by the Company, the Agent and the Lenders providing such increase; (vi) in order to implement any extension approved pursuant to Section 2.20, this Agreement and any Notes may be amended for such purpose (but solely to the extent necessary to implement such extension and otherwise in accordance with Section 2.20) by the Company and the Agent; (vii) this Agreement may be amended by the Company, the applicable Designated Subsidiary and the Agent to add such provisions as are deemed necessary, in the sole discretion of the Agent, to facilitate the addition of any Designated Subsidiary designated pursuant to Section 9.09; (viii)(A) each L/C Issuing Bank’s Letter of Credit Commitment may be amended from time to time by the Company, the Agent and such Issuing Bank, and (B) with respect to any Lender that becomes an Issuing Bank pursuant to this Agreement, this Agreement may be amended by the Company, the Agent and such Issuing Bank to add the Letter of Credit Commitment of such Issuing Bank; and (ix) if the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Note (including the schedules and exhibits thereto), then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

Amendments, Etc. No (a) Without limiting Section 8.10 and except as otherwise provided below in this Section 9.01, no amendment or waiver of any provision of this Agreement any Loan Document or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall, unless in writing and signed by all the Lenders, do any of the following: (w) waive any of the conditions specified in Section 3.01, (x) 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, (iy) amend Section 6.03 or (z) amend this Section 9.01; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (w) release all or substantially all of the value of the Collateral or the guarantees of the Guarantors (except as otherwise permitted by the Loan Documents), (x) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent Commitments of such Lender; , (iiy) reduce the principal of, or interest on, any Loan, the Advances or any fees hereunder, without the written consent of each or other amounts payable to such Lender affected thereby; or (iiiz) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant fees or other amounts payable to Sections 2.03such Lender hereunder; (iii) no amendment, 4.01 waiver or 4.02 hereofconsent shall, without unless in writing and signed by the written consent Required Term Lenders, waive any of each Lender affected therebythe conditions specified in Section 3.02 or Section 3.03; (iv) change no amendment, waiver or consent shall, unless in writing and signed by the percentage of Required Revolving Credit Lenders, waive any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lenderconditions specified in Section 3.04; or and (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Section 11 without Lenders holding Advances of one Class differently from the rights of Lenders holding Advances of any other Class without, in addition to the Lenders required above to take such action, the prior written consent of Lenders holding a majority in interest of the Administrative Agentoutstanding Advances and unused Commitments of each Class so adversely affected; and provided, further, that (i) 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 Agent under this Agreement or any other Loan Document and (ii) 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 the Issuing Banks in their capacities as such under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) increase waive any Commitment of any Lender or subject any Lender the conditions specified in Section 3.01, in the case of an Initial Extension of Credit to the Canadian Borrower, Section 3.02 or, in the case of the Initial Extension of Credit to any additional obligationsDesignated Subsidiary or Designated Italian Subsidiary, without the written consent of such Lender; Section 3.03, (ii) reduce change the principal of, number of Lenders or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of (x) the Commitments or of Commitments, (y) the aggregate unpaid principal amount of any the Advances or (z) the aggregate Available Amount of the Loansoutstanding Letters of Credit that, or the number of Lendersin each case, which 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 this AgreementSection 1 of the Guaranty to which it is a party or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Agent and the Lender Parties, without (iv) release all or substantially all of the written consent Collateral in any transaction or series of each Lender; 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 and other than Debt owing to any other Person, provided that, in the case of any Lien on all or substantially all of the Collateral to secure Debt owing to any other Person, (A) such Lien shall be subordinated to the Liens created under the Loan Documents on terms acceptable to the Required Lenders and (B) the Required Lenders shall otherwise permit the creation, incurrence, assumption or existence of such Lien and, to the extent not otherwise permitted under Section 5.02(b), of such Debt, (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 8.01 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to (vi) limit the contrary, liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under any Working Capital Facility if 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, (iii) postpone any date fixed for any payment or prepayment of principal of, or interest on, the Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or (iv) change the order of application of any prepayment set forth in Section 11 without 2.07 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the consent 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 Administrative AgentSwing Line Bank or of the Issuing 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 the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement.

Amendments, Etc. No Subject to the next four sentences, no amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. No amendment or waiver of Section 8.02(a) of this Agreement, that no 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 Banks having at least 66 2/3% of the then aggregate amount of the Commitments or, if the Commitments have been terminated, holding at least 66 2/3% of the aggregate principal amount of the Advances then outstanding, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) increase waive any Commitment of any Lender the conditions specified in Article VI, (b) change the Commitments of the Banks or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Advances or any facility fees or other amount payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone change any date fixed for any payment in respect of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03facility fees or other amount payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder, without or amend the written consent definition herein of each Lender; “Majority Banks,” or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary11.01; provided, no such amendment, waiver or consent shall be made with respect to Section 11 shall, without the consent of each Issuing Bank, amend, modify or waive any provision of Article IV or alter any rights or obligations with respect to any Letter of Credit. No amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent in addition to the Banks required hereinabove to take such action, affect the rights or duties of the Administrative Agent under this Agreement. Notwithstanding the foregoing, the actions contemplated by Section 2.05 shall not be subject to the consent of the Banks, except as otherwise expressly provided in such Section.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany Note, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of the conditions specified in Section 3.01, 3.02, 3.03 or 3.04 (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any the Advances, the aggregate undrawn amount of the Loans, outstanding Letters of Credit or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank, shall be effective unless agreed to in writing by such Fronting Bank; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Swing Line Lender, or that would alter provisions hereof relating to or affecting Swing Line Advances made with respect by such Swing Line Lender, shall be effective unless agreed to Section 11 in writing by such Swing Line Lender; and provided, further, that this Agreement may be amended and restated without the consent of any Lender, any Fronting Bank, any Swing Line Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such Fronting Bank, such Swing Line Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder (including, without limitation, any obligation to make payment on account of a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such Fronting Bank, such Swing Line Lender or the Administrative Agent, as the case may be.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Banks, in each case with the written consent of the Borrower (it being understood that the Borrower shall provide copy to the Agent; provided that the failure of the Borrower to provide such copy shall not impact the effectiveness of such amendment on waiver) and the Company, and each 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 or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (i) waive any of the conditions specified in Section 3.01; (ii) except as set forth in Section 2.08, increase any Commitment the Commitments of any Lender the Banks or subject any Lender the Banks to any additional obligations, without (iii) extend the written consent of such Lender; Termination Date, the Stated Termination Date or the Term Maturity Date, (iiiv) reduce the principal of, or interest on, any Loanthe Advances, the Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiv) postpone any scheduled payment date fixed for any the payment of principal of, or interest on, any Loanthe Advances, the Notes or any fee hereunder pursuant to Sections 2.03fees payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivvi) change the percentage of any of the Commitments Commitments, or of the aggregate unpaid principal amount of any of the Loans, or the number of LendersAdvances, which shall be required for the Lenders Banks or any of them the Banks to take any action under this Agreement, without the written consent of each Lender; hereunder or (vvii) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 9.01 and (b) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent, in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders (iother than the Designated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Revolving Credit Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Revolving Credit Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansRevolving Credit Advances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (f) release the Company from it obligations under this AgreementSection 7.01 or otherwise limit the guaranty liability of the Company hereunder, without (g) release all or substantially all of the written consent Collateral in any transaction or series of each Lender; 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 (vh) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 9.01; and provided further that (x) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note and (y) no amendment, waiver or consent of Section 9.07(i) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Administrative AgentLenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company any Obligor therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and the CompanyBanks, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) increase any the Commitment of any Lender of the Banks, extend the Commitment Termination Date or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, or fees with respect to, the Obligations or the amount of any Loan, or any fees hereunder, without the written consent of each Lender affected therebyscheduled payments thereof; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loanor fees with respect to, the Obligations or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected therebyNotes; (ivd) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansObligations, or the number of Lenders, Banks which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without ; (e) release all or a significant portion of any collateral for the written consent of each LenderObligations; or (vf) change any provision contained in Sections 2.07Section 2.03(a)(ii) (other than clause (F) of the proviso therein), 6Section 3.01(b)(ii), Section 4.05, Articles V, VI, VII, Section 12.03 or 12.04 hereof or this Section 12.05 12.04; or (g) release or remove any Guarantor from its obligations hereunder other than any such release or removal resulting from a transaction permitted by Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent 9.14 of the Administrative AgentCMFRI Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrower and the CompanyMajority Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing, Section 3.02, (b) increase any Commitment the Commitments of any Lender such Lenders or subject any Lender such Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Notes or any fees (other than the Administrative Agent’s fee referred to in Section 2.03) or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fees (other than the Administrative Agent’s fee hereunder pursuant referred to Sections in Section 2.03) or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansNotes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vf) change any provision contained in Sections 2.07amend Section 2.12, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; and provided further, that no amendment, waiver or consent shall be made shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document. This Agreement, the Notes and the Fee Letter constitute the entire agreement of the parties hereto and thereto with respect to Section 11 without the consent of the Administrative Agent.subject matter hereof and thereof. 5-YEAR REVOLVING CREDIT AGREEMENT

Amendments, Etc. No (1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or the Notesany other Loan Document, nor any and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall in any event be effective unless in writing signed by the same Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h), (i) or (j) below (in the case of clause (j), to the extent permitted by Section 2.14, but subject to the last proviso in such clause (j)), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (a), (b), (c) or (g)(IV), which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent, it being understood that with respect to the foregoing clauses (i) and (ii), if the applicable waiver, consent or amendment has not been acknowledged by the Administrative Agent in the time frames provided, the Administrative Agent shall be agreed deemed to have acknowledged such applicable waiver, consent or consented to by the Majority Lenders and the Company, amendment; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided that no such amendment, waiver or consent shall (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.shall: 255

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) except as provided in Section 3.1(i), waive any of the conditions specified in Article III, (b) increase any Commitment the Commitments of any Lender the Banks or the Letter of Credit Commitments of the Issuing Banks or subject any Lender Bank to any additional obligationsobligation, without (c) reduce the written consent of such Lender; Reimbursement Obligations, (iid) reduce the principal of, or interest onon (other than any interest pursuant to Section 2.13(b)), any Loan, the Revolving Credit Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiie) postpone any date fixed for any payment of principal ofthe Reimbursement Obligations, or interest on, any Loan, Revolving Credit Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the definition of Majority Banks or otherwise change the LC Participation Percentages, the percentage of any of the Commitments or of the aggregate unpaid principal amount of any the Revolving Credit Advances, Letter of Credit Liabilities or the LoansReimbursement Obligations, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without the written consent of each Lender; or (vg) change release any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.Collateral, except as set forth in the Security

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Banks and the CompanyBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) waive any of the conditions specified in Sections 3.01 or 3.02, (b) increase any Commitment the Percentages of any Lender the Banks or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Committed Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Committed Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 (e) postpone any scheduled Commitment reduction under Section 2.06(a), (f) release any Collateral except as shall be otherwise provided in any Loan Document, (g) release or 4.02 hereofexcuse, without in whole or in part, any obligations of the written consent of each Lender affected thereby; Borrower, XXXX or NEP under any Ancillary Agreement, (ivh) change the percentage of any of the Commitments Percentage or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vi) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; provided, further, that no amendment, waiver or consent shall be made with respect to Section 11 without shall, unless in writing and signed by the consent of Bank holding the Administrative Agent.relevant Competitive Note:

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (including, without limitation, the Notes, waiver of any Default or Event of Default) nor any consent to any departure by the Company therefrom, Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders Borrower and the CompanyMajority Lenders, and each then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders do any of the following at any time: (i) increase waive any Commitment of any Lender the conditions specified in Sections 3.1 or 3.2 except as otherwise provided therein; (ii) increase, or extend the expiration date of, the Revolving Credit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iiiii) reduce (A) the amount of any payment of any principal of, or interest on, the Loans due under this Agreement, (B) the stated rate of any Loan, interest payable hereunder or (C) the amount of any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Loans or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without the written consent of each Lender affected therebyother amounts payable hereunder; (ivv) change the percentage of any of the Commitments or of Revolving Credit Commitments, the aggregate unpaid principal amount of any the Loans or the Letter of the LoansCredit Obligations, or the number of Lenders, Lenders which shall be required for the Lenders or any of them to take any action under this Agreementhereunder; (vi) release any of the Collateral except that, without so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (A) as shall otherwise be provided in the written Collateral Documents and Section 7.5(d) and (B) in any Fiscal Year, Collateral having an aggregate Fair Market Value not in excess of $25,000,000 shall require only the consent of each Lenderthe Agent; (vii) amend this Section 10.1; (viii) amend the definition of Majority Lenders; (ix) terminate the Keepwell Agreement (except pursuant to its terms), the Holdings Guaranty, the Guaranty or any other keepwell agreement or guaranty delivered pursuant to the Loan Documents; or (vx) change any provision contained increase the advance rates above those set forth on Schedule IV hereto for Eligible Inventory except as otherwise permitted in Sections 2.07, 6, 12.03 or 12.04 hereof or accordance with this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, Agreement; provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Swing Bank or each Issuer, as the case may be, in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or obligations of the Administrative AgentSwing Bank or of the Issuers, 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 Agent under this Agreement or the other Loan Documents.

Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by the NotesCompany, nor any consent to any departure the Administrative Agent and the Majority Banks, or by the Company therefromand the Administrative Agent acting with the consent of the Majority Banks, shall in and, if the rights or obligations hereunder of the Swingline Bank are affected thereby, the Swingline Bank, and any event provision of this Agreement may be effective unless the same shall be agreed or consented to waived by the Majority Lenders and Banks or by the CompanyAdministrative Agent acting with the consent of the Majority Banks and, and each such if the rights or obligations hereunder of the Swingline Bank are affected thereby, the Swingline Bank; provided that: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Banks or by the Administrative Agent acting with the consent shall be effective only in of all of the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall Banks (i) increase any Commitment or extend the term of any Lender of the Commitments, or subject extend the time or waive any Lender to requirement for the reduction or termination of any additional obligationsof the Commitments, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone extend any date fixed for any the payment of principal of, of or interest on, on any Loan, Loan or any fee hereunder pursuant to Sections 2.03(other than any fee payable solely for account of the Administrative Agent), 4.01 or 4.02 hereof(iii) reduce the amount of any such payment of principal, without the written consent of each Lender affected thereby; (iv) change reduce the rate at which interest is payable thereon or any fee is payable hereunder (other than any fee payable solely for account of the Administrative Agent), (v) alter the several nature of the obligations of each Bank and the Swingline Bank hereunder, (vi) alter the terms of any of Sections 2.07, 4.02 or 4.07 hereof or this Section 11.04, (vii) modify the definition of the term "Majority Banks" or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, or (viii) waive any of the conditions precedent set forth in Section 6 hereof, and (b) if at the time any Swingline Loans shall be outstanding, no modification, supplement or waiver with respect to any provision of Sections 8 or 9 hereof shall be effective without the concurrence of the Swingline Bank; and (c) any modification of any of the Commitments rights or obligations of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which Administrative Agent hereunder shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without require the consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, Loan Documents nor any consent to any departure by the Company Loan Parties therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) increase waive any Commitment of any Lender or the conditions specified in Article IV, (b) subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Term Loan or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Term Loan or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansTerm Loan, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder, without (f) amend any of the written consent of each Lender; or (v) change any provision contained provisions in Sections 2.073.04 through 3.12, 6, 12.03 or 12.04 hereof (g) amend the definition of Majority Banks or this Section 12.05 9.01, (h) release Parent Guarantor, Subsidiary Guarantors or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to any other guarantor, (i) release any material portion of the contraryCollateral or (j) amend any of the provisions of the Interbank Agreement and the Side Letter; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document; and provided, further that no waiver or consent shall, unless in writing and signed by the affected Bank, waive the rights of that Bank to receive any payment or compensation under any of Sections 3.04 through 3.12. No amendment to Section 17(a) or 17(c) of the Intercreditor Agreement shall be made with respect to Section 11 without the consent of the Administrative AgentBorrowers.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Company and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any or extend the Commitment of any a Lender or subject any a Lender to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or rate of interest on, any Loan, the Revolving Credit Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Revolving Credit Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansRevolving Credit Notes, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under hereunder, (f) release the guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision of this Agreement, without Agreement that relates to the written consent pro rata treatment of each Lender; the Lenders hereunder or (vh) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary8.01; 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 Agent under this Agreement or any Note. If the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Company shall be made with respect permitted to Section 11 amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without the any further action or consent of any other party to this Agreement if the Administrative Agentsame is not objected to in writing by the Required Lenders to the Agent within five Business Days following receipt of notice thereof.

Amendments, Etc. No Subject to Section 2.07(b), (c) and (d) and the last sentence of this Section 9.01, no amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by each Lender directly affected thereby in addition to the Required Lenders, do any of the following: (ia) increase any Commitment the Term Loan Commitments of any Lender or subject any Lender to any additional obligationsthe Lenders, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, the Term Loans or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Term Loans or any fee fees or other amounts payable hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without (d) extend the written consent termination date of each Lender affected therebyany Term Loan Commitment or extend the Maturity Date; (ivii) no amendment, waiver or consent shall, unless in writing and signed by each Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) change the definition of “Required Lenders” or change the percentage of any of the Term Loan Commitments or of the aggregate unpaid principal amount of any of the Term Loans, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under hereunder, (c) release PPG or otherwise limit PPG’s liability with respect to the obligations owing to the Administrative Agent and the Lenders, (d) amend this Agreement, without the written consent of each Lender; Section 9.01 or (ve) change amend or modify any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to of any Loan Document having the contrary, effect of modifying the pro rata treatment of the Lenders thereunder; and (iii) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note. If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any Commitment the Commitments of any Lender the Lenders (other than in accordance with Section 2.18) or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Revolving Credit Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Revolving Credit Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansRevolving Credit Advances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01; and Provided Further that (x) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note and (y) no amendment, waiver or consent of Section 8.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Administrative AgentLenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) increase waive any Commitment of any Lender the conditions specified in Section 4.01 or subject any Lender to any additional obligations4.02, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal ofany fees or other amounts payable hereunder, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivd) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansRevolving Loan Notes, 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 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 AgreementAgreement or any MARRIOTT CREDIT AGREEMENT Note, without unless such amendment, waiver or consent is in writing and signed by the written consent of each Lender; Administrative Agent, such Issuing Bank or (v) change any provision contained such Swing Loan Bank, as the case may be, in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 addition to the contraryLenders 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 Revolving Loan Notes or postpone any date fixed for any payment of principal of, or interest on, the Revolving Loan Notes, unless in each case signed by all of the Lenders, (4) no amendment, waiver or consent shall reduce the principal of, or interest on, the Sterling Loans or the Swiss Franc Loans or postpone any date fixed for any payment of principal of, or interest on, the Sterling Loans or the Swiss Franc Loans, unless in each case signed by all of the Swiss Franc/Sterling Lenders, (5) no amendment, waiver or consent shall 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 each case signed by all of the affected Swing Lenders, (6) no amendment, waiver or consent shall reduce the 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 each case signed by each affected Lender, (7) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall extend the Termination Date of the 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 be and (8) no amendment, wavier or consent shall be made with respect to Section 11 without the consent of the Administrative Agent2.04(a)(ii), unless signed by each Lender affected by such amendment, waiver or consent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and the Company, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 52 58 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, Borrower therefrom shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then any 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 or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (i) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, the Loans or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Loans or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without the written consent of each Lender affected therebyother amounts payable hereunder; (iv) change the percentage of any of the Commitments or of Commitments, the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, Lenders which shall be required for the Lenders or any of them to take any action under hereunder; (v) release any Collateral except as shall otherwise be provided in (A) clause (ii) of the second proviso of this AgreementSection 10.1, without (B) Section 7.4 or (C) the written consent of each Lenderother Loan Documents; (vi) amend this Section 10.1; or (vvii) change any provision contained increase the Advance Rate in Sections 2.07effect from time to time above the rates set forth on Schedule IV as of the Closing Date; and PROVIDED, 6FURTHER, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that (i) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or the other Loan Documents and (ii) the Agent may, without the consent of the Administrative Agent.Lenders, release Collateral which has a value determined at the lower of cost or net book value not in excess of $15,000,000 in the aggregate; provided that each disposition of Collateral pursuant to clause (ii) above shall be at the fair market value of such Collateral, as determined by the Agent in its reasonable discretion based upon facts and circumstances existing at the time of such sale or other disposition as shall be presented to it by the Borrower and provided further that all net proceeds from any sale or other disposition shall be applied to prepay the Loans in the same manner provided for the application of Asset Sales in Section 2.6(b)(i) and reduce the Commitments in the same manner provided for Asset Sales in Section 2.4(b). 117

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by all of the Lender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) increase waive any Commitment of any Lender or subject any Lender to any additional obligationsthe conditions specified in Section 3.01 or, without in the written consent case of such Lender; the Restatement, Section 3.02, (ii) reduce change the principal of, number of Lenders or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of (x) the Commitments or of Commitments, (y) the aggregate unpaid principal amount of any the Advances or (z) the aggregate Available Amount of the Loansoutstanding Letters of Credit that, or the number of Lendersin each case, which 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 this AgreementSection 7.01 or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties except in connection with transactions otherwise permitted hereunder, without (iv) release all or substantially all of the written consent Collateral in any transaction or series of each Lender; or related transactions, (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.13 or this Section 12.05 9.01, (vi) increase the Commitments of the Lenders, (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to 2.04 or 2.07 or any date fixed for payment of fees or other amounts payable hereunder, or (ix) limit the contrary, liability of any Loan Party under any of the Loan Documents and (b) no amendment, waiver or consent shall 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, or is owed any amounts under or in respect of, the Term B Facility or the Revolving Credit Facility if such Lender is directly and adversely affected by such amendment, waiver or consent: (i) increase the Commitments of such Lender; (ii) reduce the principal of, or stated rate of interest on, the Notes held by such Lender or any fees or other amounts stated to be made with respect payable hereunder to such Lender; or (iii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 11 without 2.04 or 2.07 or any date fixed for any payment of fees hereunder or any Guaranteed Obligations payable under the Subsidiary Guaranty; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the 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 Administrative AgentSwing Line Bank or of 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 an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Contract Notes, nor any consent to any departure by either of the Company Borrowers therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and and, in the Companycase of any such amendment, the applicable Borrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders (iother than any Lender that is a Borrower or an Affiliate of a Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Contract Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Contract Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansContract Notes, or the percentage or number of Lenders, which Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) release the Guarantor from any of its obligations under this Agreement, without the written consent of each Lender; Article VIII hereof or (vg) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary9.01; and provided, further, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall, unless in writing and signed by all of the Lenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) except as provided in Section 3.03, waive any of the conditions specified in Section 3.01 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 or any of them to take any action hereunder, (iii) except in connection with actions permitted by Section 5.02(d) or (e), reduce or limit the obligations of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty or otherwise limit a Subsidiary Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, (iv) except as permitted by Section 5.02(e), 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 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 and other than Debt owing to any other Person, provided that, in the case of the creation, incurrence, assumption or existence of any Lien on any material portion of the Collateral to secure Debt owing to any other Person, (A) the Borrower shall, on the date such Debt shall be incurred or issued, prepay the Advances pursuant to, and in the order of priority set forth in, Section 2.06(b)(ii) in an aggregate principal amount equal to the amount of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries to the extent required to do so under Section 2.06(b)(ii), (B) such Lien shall be subordinated to the Liens created under the Loan Documents on terms acceptable to the Required Lenders and (C) the Required Lenders shall otherwise permit the creation, incurrence, assumption or existence of such Lien and, to the extent not otherwise permitted under Section 5.02(b), of such Debt 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 Working Capital Facility if affected by such amendment, waiver or consent, (i) increase any Commitment the commitments of any such Lender or subject any such Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, the Notes held by such Lender or any fees hereunderor other amounts payable hereunder to such Lender, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes held by such Lender or any fee fees or other amounts payable hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereofsuch Lender (including, without limitation, the written consent of each Lender affected thereby; scheduled amortization payments set forth in Section 2.04) or (iv) waive, amend or change the percentage order of application of any of the Commitments or of the aggregate unpaid principal amount of prepayment set forth in Section 2.06 in any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each manner that materially affects such Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Issuing Bank in addition to Section 11 without the Lenders required above to take such action, affect the rights or obligations of 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 Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Purchasers (unless the Agent is authorized hereunder or under any Operative Document to act without joinder of the Majority Purchasers, in which case the Agent may take such action), the Company and the CompanyTrustee, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that however, that, in addition to the requirements above, no amendment, waiver or consent shall shall, unless in writing and signed by all of the Note and Certificate Purchasers, do any of the following: (ia) increase any Commitment the Commitments of any Lender the Purchasers or subject any Lender the Note or Certificate Purchasers to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, Applicable Rate or any fees hereunderor other amounts payable hereunder or under any other Operative Document, without (c) take action which requires the written consent signing of each Lender affected thereby; all the Note and Certificate Purchasers pursuant to the terms of this Agreement, (iiid) postpone any date fixed for any payment of principal or stated amount of, or interest on, any Loan, or Distributions on the Instruments or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without other amounts payable under the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; Declaration or (ve) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything 9.04; provided, further, that, in this Section 12.05 addition to the contrary66 128 requirements above, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Purchasers required above to take such action, affect the rights or duties of the Agent under this Agreement or any of the Operative Documents. Notwithstanding the foregoing, a waiver of any or all of the conditions set forth in Section 3.02 hereof shall be made with respect to Section 11 without effective if in writing and signed by the consent of Agent, the Administrative AgentMajority Purchasers and the Trustee.

Amendments, Etc. No Except as provided by Section 1.06(c) and Section 2.08(d), no amendment or waiver of any provision of this Agreement or the A Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Banks, in each case with the written consent of the Company (it being understood that the Company shall provide a copy to the Agent; provided that the failure of the Company to provide such copy shall not impact the effectiveness of such amendment on waiver) and the Company, and each 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 or consent shall do any of the following: (i) waive (A) any of the conditions specified in Section 3.01, 3.02 or 3.04; provided that the conditions set forth in Section 3.04(iii) and 3.04(iv) with respect to any B Borrowing may be waived by the Banks making B Advances as part of such B Borrowing, or (B) the requirement that the Company maintain Cash Collateral pursuant to Section 2.05(j) solely for the period of time from five (5) Business Days prior to the Stated Termination Date to the expiry date of such Extended Facility Letter of Credit without the consent of all of the Banks, (ii) except as set forth in Section 2.08, increase any Commitment the Commitments of any Lender Bank or subject any Lender Bank to any additional obligations, obligations without the written consent of such Lender; Bank, (iiiii) extend the Stated Termination Date (except as otherwise provided in Section 2.22) without the consent of all Banks, (iv) reduce the principal of, or interest on, the A Advances, the A Notes, the Letter of Credit Obligations owed to any Loan, Bank or any fees hereunder, or other amounts payable to any Bank hereunder without the written consent of each Lender affected thereby; such Bank, (iiiv) postpone any scheduled payment date fixed (other than the Stated Termination Date) for any the payment of principal of, or interest on, the A Advances, the A Notes, the Letter of Credit Obligations owed to any Loan, Bank or any fee fees payable to any Bank hereunder without the consent of such Bank, (vi) release the Company’s guaranty obligations pursuant to Sections 2.03, 4.01 or 4.02 hereof, Article 8 without the written consent of each Lender affected thereby; Bank, (ivvii) change the percentage of any of the Commitments Commitments, or of the aggregate unpaid principal amount of any the Advances, Letter of the Loans, or the number of LendersCredit Participations and Swing Line Participations, which shall be required for the Lenders Banks or any of them the Banks to take any action under this Agreement, hereunder without the written consent of each Lender; Bank or (vviii) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 9.01 and (b) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent and/or each Issuing Bank and/or the Swing Line Bank, in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent and/or such Issuing Bank and/or such Swing Line Bank, as applicable, under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany Loan Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and and, in the Companycase of any amendment, the Borrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive, modify or eliminate any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment or extend the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, the A Advances, any Loan, Applicable Margin or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the A Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansA Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under hereunder, (f) amend this Agreement, without the written consent of each Lender; Section 8.01 or (vg) change any provision contained in Sections 2.07release the Guaranty; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall shall, unless in writing and signed by the 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 Advance or other amounts payable in respect thereof, (c) postpone any date fixed for any payment of principal of, or interest on, any B Advance 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 in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note; and provided, further that this Agreement may be made with respect to Section 11 amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Agent, as the case may be.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement or any Loan Document to which the NotesBorrower is a party, nor any consent to any departure by the Company therefromBorrower from any Loan Document to which it is a party, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (i1) waive any of the conditions precedent specified in Section 3; (2) increase any Commitment the Commitments of any Lender the Banks or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (ii3) increase any percentage appearing in the definition of Borrowing Base in Section 1.1; (4) reduce the principal of, or interest on, the Notes, any Loan, L/C Obligations or any fees hereunder, without the written consent of each Lender affected thereby; (iii5) postpone any date fixed for any payment of principal of, or interest on, the Notes, any Loan, L/C Obligations or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected therebyfees hereunder; (iv6) release any of the Guarantors from the Guaranty; (7) release all or any substantial portion of the Collateral or subordinate all or any substantial portion of the Collateral to the Liens held by any other Person; (8) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, Notes or the number of Lenders, Banks which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without hereunder; (9) amend the written consent provisions of each LenderSection 8.4; or (v10) change amend, modify or waive any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or of this Section 12.05 11.1; and provided further that (i) no amendment, waiver, or Section 12.08 hereof. Notwithstanding anything consent shall, unless in this Section 12.05 writing and signed by the affected Agent or the L/C Issuer (in addition to the contraryBanks required above to take such action) affect the rights or duties of the Administrative Agent, the Collateral Agent or the L/C Issuer under any of the Loan Documents, and (ii) no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent shall hereunder, except that the Commitment of such Defaulting Bank may not be made with respect to Section 11 increased or extended without the consent of the Administrative Agentsuch Defaulting Bank.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany other Loan Document, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and the Company, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall shall, unless in writing and signed by each Lender affected thereby, do any of the following: (ia) increase any the Commitment of such Lender (it being understood that the waiver of any Lender reduction in the Commitments or any mandatory repayment other than (x) the repayment of all Loans at the end of the Revolving Credit Availability Period and (y) the mandatory reductions of the Commitments provided for in Section 2.3(a) and (z) the mandatory prepayments required by the terms of Section 3.2(b), shall not be deemed to be an increase in any Commitment) or subject any Lender the Lenders to any additional obligations, without the written consent of such Lenderobligation; (iib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or any fees fee hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any scheduled date fixed for any payment or mandatory prepayment of principal of, or interest on, any Loan, Reimbursement Obligation, fee or any fee hereunder pursuant other sum to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected therebybe paid hereunder; (ivd) change the percentage of any of (i) the Commitments or of (ii) the aggregate unpaid principal amount of any the Loans and Letter of the Loans, or the number of LendersCredit Liabilities, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (ve) change any provision contained in Sections 2.072.2(c), 6, 12.03 9.7 or 12.04 13.3 hereof or this Section 12.05 13.4 or Section 12.08 6.7 hereof, or (f) release the Guarantor, except as specifically provided for by the Guaranty Agreement. Notwithstanding anything Anything in this Section 12.05 13.4 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 12 without the consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or Agreement, the Notes, or any other Loan Document to which the Borrowers are a party, nor any consent to any departure by the Company Borrowers or Obligated Parties therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders Required Banks and the CompanyBorrowers, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver waiver, or consent shall shall, unless in writing and signed by all of the Banks and the Borrowers, do any of the following: (ia) increase any Commitment the Commitments of any Lender the Banks or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, the Notes or any fees or other amounts payable to the Banks hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant fees or other amounts payable to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected therebyBanks hereunder; (ivd) waive any of the conditions specified in Article VI; (e) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, Notes or the number of Lenders, Banks which shall be required for the Lenders Banks or any of them to take any action under this Agreement, without the written consent of each Lender; or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 13.11; (g) release any Collateral having a present worth discounted at 10% of greater than $100,000 as reflected in the most recent independent consultant's report provided by Borrowers; or Section 12.08 hereof(h) change the definition of the Borrowing Base. Notwithstanding anything to the contrary contained in this Section 12.05 to the contrarySection, no amendment, waiver waiver, or consent shall be made with respect to Section 11 Article XII hereof without the prior written consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrower and the CompanyRequired Lenders, and each 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 or consent shall shall, unless in writing and signed by the Borrower and all the Lenders, do any of the following: (i) increase waive any Commitment of any Lender or subject any Lender to any additional obligationsthe conditions specified in Section 3.01, without the written consent of such Lender; (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 the Required Lenders and each Lender that has or is owed obligations under this Agreement that are modified by such amendment, waiver or consent, do any of the following: (i) reduce the principal of, or interest on, any Loan, the Advances or any fees hereunder, without or other amounts payable hereunder to such Lender; provided that only the written consent of each Lender affected thereby; the Required Lenders shall be necessary to amend Section 2.07(b) or to waive any obligation of the Borrower to pay any increased interest pursuant to Section 2.07 or (iiiii) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without the written consent of each Lender affected therebyother amounts payable hereunder; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, and provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement Agreement, or the Notesany other Loan Document, nor any consent to any departure by the Company Borrower or any Subsidiary herefrom or therefrom, shall in any event be effective unless the same shall be agreed in writing and signed by the Borrower or consented such Subsidiary, as the case may be, as to amendments, and by the Majority Lenders and the CompanyBanks in all cases, and each then, in any case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by 100% of the Banks, do any of the following: (ia) change the definition of "Majority Banks", "Commitment", or "Pro Rata Percentage", (b) forgive or reduce or increase any the amount of the Commitment of any Lender Bank or subject any Lender Bank to any additional obligations, without the written consent of such Lender; (iic) forgive or reduce the principal of, or rate or amount of interest onapplicable to, any LoanLoan or LC Disbursement, other than as provided in this Agreement or forgive or reduce the amount of the commitment fee or any fees hereunderLetter of Credit Fee, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment or prepayment of principal of, or interest on, any LoanLoan or LC Disbursement, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments Section 4.9, 4.10, and 13.15 or of this Section 13.18, (f) change the aggregate unpaid principal amount of any of the LoansLoans or LC Disbursements, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder, without (g) waive any of the written consent conditions specified in Section 8.1 or Section 8.2, (h) except as otherwise provided herein, release all or substantially all of each Lender; any collateral or release any Guarantor, or (vi) change postpone the scheduled date of expiration of any provision contained in Sections 2.07Commitment, 6, 12.03 or 12.04 hereof or this except as provided by Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 4.10; and provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent, the Issuing Bank or the Swingline Bank in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Bank, as the case may be, under this Agreement, or any other Loan Document.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document (including, without limitation, the Notes, waiver of any Default or Event of Default) nor any consent to any departure by the Company therefrom, Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders Borrower and the CompanyMajority Lenders, and each then any 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 or consent shall shall, unless in writing and signed by all the Lenders do any of the following at any time: (i) increase waive any Commitment of any Lender the conditions specified in Sections 3.1 or 3.2 except as otherwise provided therein; (ii) increase, or extend the expiration date of, the Revolving Credit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iiiii) reduce (A) the amount of any payment of any principal of, or interest on, the Loans due under this Agreement, (B) the stated rate of any Loan, interest payable hereunder or (C) the amount of any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Loans or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without the written consent of each Lender affected therebyother amounts payable hereunder; (ivv) change the percentage of any of the Commitments or of Revolving Credit Commitments, the aggregate unpaid principal amount of any the Loans or the Letter of the LoansCredit Obligations, or the number of Lenders, Lenders which shall be required for the Lenders or any of them to take any action under this Agreementhereunder; (vi) release any of the Collateral except that, without so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (A) as shall otherwise be provided in the written Collateral Documents and Section 7.5(d) and (B) in any Fiscal Year, Collateral having an aggregate Fair Market Value not in excess of $25,000,000 shall require only the consent of each Lenderthe Agent; (vii) amend this Section 10.1; (viii) amend the definition of Majority Lenders; (ix) terminate the Keepwell Agreement (except pursuant to its terms), the Holdings Guaranty, the Guaranty or any other keepwell agreement or guaranty delivered pursuant to the Loan Documents; or (vx) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to increase the contrary, advance rates above those set forth on Schedule IV hereto for Eligible Inventory; PROVIDED FURTHER that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Swing Bank or each Issuer, as the case may be, in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or obligations of the Administrative AgentSwing Bank or of the Issuers, 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 Agent under this Agreement or the other Loan Documents.

Amendments, Etc. No Subject to Section 2.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.01, no amendment or waiver of any provision of this Agreement or the Notesany Note, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders (and notified to the CompanyAdministrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby (iother than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment or extend the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without (c) change any provision hereof in a manner that would alter the written consent pro rata 744162621 sharing of such Lender; payments or the pro rata reduction of Commitments among the Lenders, (iid) reduce the principal of, or interest (or rate of interest) on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiie) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any the Advances, the aggregate undrawn amount of the Loans, outstanding Letters of Credit or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (g) waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement), without the written consent of each Lender; or (vj) change any provision contained amend the sublimits and the amounts set forth in Sections 2.07the definition of “Borrower Sublimit”; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be made with respect effective unless agreed to in writing by such Fronting Bank or modify or waive Section 11 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) this Agreement may be amended and restated without the consent of any Lender, any Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such Fronting Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder (including, without limitation, any obligation to make payment on account of a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such Fronting Bank or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrowers and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the extent necessary (a) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender or any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders and the Fronting Banks, a written notice from the Majority Lenders or any Fronting Bank stating that the Majority Lenders or such Fronting Bank, as the case may be, object to such amendment.

Amendments, Etc. No amendment or waiver of any --------------- provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver -------- ------- or consent shall shall, unless in writing and signed by all of the Lenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) increase waive any Commitment of the conditions specified in Section 3.02 or, in the case of the Initial Extension of Credit, 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) to the extent that a Guarantor has not been fully released from the Guaranty issued by such Guarantor pursuant to Section 14 of such Guaranty, reduce or limit the obligations of such Guarantor under Section 1 of the Guaranty issued by it or otherwise limit the liability of such Guarantor with respect to the Obligations owing to the Agents and the Lender Parties, (iv) 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 Lender 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 Secured Parties under the Loan Documents, (v) amend this Section 8.01, (vi) increase the Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iivii) reduce the principal of, or interest on, any Loan, the Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiviii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Loanfees or other amounts payable hereunder or amend Section 2.06, or (ix) limit the liability of any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of Loan Party under any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each LenderLoan Documents; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, provided further that no amendment, waiver or -------- ------- consent shall be made with respect shall, unless in writing and signed by the Issuing Bank in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or obligations of the Administrative AgentIssuing Bank under this Agreement; and provided further that no -------- ------- amendment, waiver or consent shall, unless in writing and signed by each of the Agents in addition to the Lenders required above to take such action, affect the rights or duties of the Agents under this Agreement.

Amendments, Etc. No amendment of any provision of this Agreement, the Notes or any other Loan Document shall be effective unless it is in writing and signed by the Credit Parties who are a party thereto and the Required Lenders, and no waiver of any provision of this Agreement Agreement, the Notes or the Notesany other Loan Document, nor any consent to any departure by any Credit Party therefrom (notwithstanding anything in any Loan Document to the Company therefromcontrary), shall in any event THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 73 81 be effective unless the same shall be agreed or consented to it is in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders and each applicable Credit Party, do any of the following: (ia) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, the Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant to Sections 2.03, 4.01 fees or 4.02 hereof, without the written consent of each Lender affected therebyother amounts payable hereunder; (ivd) waive any of the conditions specified in Article V; (e) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, Notes or the number of Lenders, Lenders which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 10.02; or (g) release any Collateral (other than in accordance with Section 12.08 hereof7.02(d)). Notwithstanding anything to the contrary contained in this Section 12.05 to the contrarySection, no amendment, waiver or consent shall be made with respect to Section 11 Article IX hereof without the prior written consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the any Notes, nor any consent to any departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of the conditions specified in Section 3.01 or Section 3.02, (b) increase any Commitment the Revolving Credit Commitments of any Lender or subject any Lender to any additional obligationsthe Lenders other than in accordance with Section 2.18, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Revolving Credit Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (f) reduce or limit the obligations of the Company under this Agreement, without Section 7.01 or release or otherwise limit the written consent of each Lender; Company’s liability with respect to its obligations under Article VII or (vg) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend the definition of “Required Lenders” or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 9.01; provided further that (i) no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note, (ii) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement; and (iii) 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 the Issuing Banks in their capacities as such under this Agreement.

Amendments, Etc. No 84 753190981 Subject to Section 2.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.012.23, no amendment or waiver of any provision of this Agreement or the Notesany Note, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders (and notified to the CompanyAdministrative Agent) and, in the case of any such amendment, the Borrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby (iother than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment or extend the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without (c) change any provision hereof in a manner that would alter the written consent pro rata sharing of such Lender; payments or the pro rata reduction of Commitments among the Lenders, (iid) reduce the principal of, or interest (or rate of interest) on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiie) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any the Advances, the aggregate undrawn amount of the Loans, outstanding Letters of Credit or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (g) waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender or (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement); and provided, without the written consent of each Lender; or further, that (vi) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be made with respect effective unless agreed to in writing by such Fronting Bank or modify or waive Section 11 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) this Agreement may be amended and restated without the consent of any Lender, any Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such Fronting Bank or the Administrative Agent., as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder (including, without limitation, any obligation to make payment on account of a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such Fronting Bank or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the extent necessary (a) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender or any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders and the Fronting Banks, a written notice from the Majority Lenders or any Fronting Bank stating that the Majority Lenders or such Fronting Bank, as the case may be, object to such amendment. 85 753190981

Amendments, Etc. (a) No amendment or waiver of any --------------- provision of this Agreement or the Notesany Notes or any other Loan Document, nor any consent to any departure by the Company Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change 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, (iv) amend this Section 8.01 or (v) release any Guarantor from its obligations under the Loan Documents (except in connection with a transaction permitted under Section 5.02(e)) 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 Term A Facility, Term B Facility, Term C Facility or Working Capital Facility if affected by such amendment, waiver or consent, (i) increase any Commitment the Commitments of any such Lender or subject any Lender to any additional obligationsamend Section 2.13, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, the Advances payable to such Lender or any fees hereunderor other amounts payable hereunder to such Lender, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances payable to such Lender or any fee fees or other amounts payable hereunder pursuant to Sections 2.03, 4.01 such Lender or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage order of application of any of the Commitments or of the aggregate unpaid principal amount of prepayment set forth in Section 2.06 in any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each manner that materially affects such Lender; or (v) change any provision contained in Sections 2.07provided further, 6however, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall shall, unless in writing and signed by the Swing Line Bank or the 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 the Issuing Bank, as the case may be, under this Agreement; and provided still further, however 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 Agent under this Agreement or the other Loan Documents. (b) Each Lender Party grants (x) to the Agent the right to purchase all (but not less than all) of such Lender Party's Commitments and Advances owing to it and all of its rights and obligations hereunder, including costs, if any, payable to such Lender under Section 8.04, and under the other Loan Documents at a price equal to the aggregate amount of outstanding Advances owed to such lender Party (together with all accrued and unpaid interest and fees owed to such Lender), and (y) so long as no Default has occurred and is continuing, to the Borrower the right to cause an assignment of all (but not less than all) of such Lender Party's Commitments and Advances owing to it and all of its rights and obligations hereunder and under the other Loan Documents, which right may be made with respect exercised by the Agent or the Borrower, as the case may be, if such Lender Party refuses to Section 11 without execute any amendment, waiver or consent which requires the written consent of all the Administrative AgentLenders and to which the Required Lenders, the Agent and the Borrower have agreed. Each Lender Party agrees that if the Agent or the Borrower, as the case may be, exercises its option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 8.07.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement other than Section 2.02(B)(iii) (with respect to fees solely for the Agent's account) or Section 9.11(I), or of any of the Notes, Notes or Related Documents nor any consent to any departure by the Company therefrom, Borrower therefrom shall in any event be effective unless the same shall be agreed or in a written notice given to the Borrower by Agent, and consented to in writing by the Majority Lenders Banks and Agent shall give any such notice if the CompanyMajority Banks so consent or direct Agent to do so; provided, however, that any such amendment, modification, termination, waiver or consent shall require a written notice given to the Borrower by Agent and each consented to in writing by all of the Banks if the effect thereof is to (i) change any of the provisions affecting any of the interest rates on the Loans (other than the Bid Loans and Swing Loans) or the fees set forth in Section 2.02(B)(i) and (ii) so as to effect any reduction in such rates or fees, (ii) extend or modify the Commitment, (iii) change any Bank's Pro Rata Share of the Commitment or the Loans (except as otherwise set forth in Section 9.11), (iv) modify this Section 9.06 or the first sentence of Section 9.10, (v) change the definition of Majority Banks, (vi) reduce the amount of principal due hereunder, (vii) extend any due date for payment of principal, interest or fees, or (viii) release any of the Guarantors from its obligations under the Related Documents and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. Agent acting alone shall have the right to consent to any amendment of Section 2.02(B)(iii) with respect to fees solely for the Agent's account or 9.11(I). Any amendment or modification of this Agreement must be signed by the Borrower, Agent and, except in the case of amendment of Section 2.02(B)(iii) with respect to fees solely for the Agent's account or 9.11(I), at least all of the Banks consenting thereto who shall then hold the Pro Rata Shares of the Loans required for such amendment or modification under this Section 9.06 and Agent shall sign any such amendment if such Banks so consent or direct Agent to do so provided that no any Bank dissenting therefrom shall be given an opportunity to sign any such amendment or modification. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. In the event that the Borrower wishes any such amendment, modification, termination, waiver or consent consent, the Borrower shall notify Agent thereof and Agent shall within five (i5) increase any Commitment of any Lender or subject any Lender Business Days following such notice notify the Banks thereof, which notice from Agent shall constitute a notice to any additional obligations, without the written consent of such Lender; (ii) reduce Banks for the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any purposes of the Commitments or definition of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained Majority Banks set forth in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent1.01.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesother Operative Documents, nor any consent to any departure by the Company any Credit Party therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Required Participants (and in the Companycase of any amendment, the applicable Credit Party), and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided that no amendment, waiver or consent shall shall, unless in writing and signed by all the Participants do any of the following: (i) increase waive any Commitment of any Lender the conditions specified in Section 2.1 or subject any Lender to any additional obligations11.1, without the written consent of such Lender; (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, any Loan, the Participation Certificates or any fees hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any the payment in respect of principal of, or interest on, any Loan, the Participation Certificates or any fee hereunder fees hereunder, (v) agree to release any Guarantor from its obligations under any Guaranty Agreement or the Sponsor from its obligations pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without (vi) modify the written consent definition of each Lender; "Required Participants," or (vvii) change any provision contained in Sections 2.07modify Section 2.9, 6Article 4, 12.03 or 12.04 hereof Article 10 or this Section 12.05 or Section 12.08 hereof15.2. Notwithstanding anything in this Section 12.05 to the contraryforegoing, no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Servicer in addition to Section 11 the Participants required hereinabove to take such action, affect the rights or duties of the Servicer under this Agreement or under any other Operative Document or Loan Document. In addition, notwithstanding the foregoing, the Servicer and the Sponsor may, without the consent of or notice to the Administrative AgentParticipants, 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.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrowers and the Company, Majority Banks and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks, do any of the following: (ia) waive any of the conditions specified in Section 3.01, 3.02, or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (b) increase any Commitment the Commitments of any Lender the Banks (other than pursuant to Section 2.05(c)) or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iic) reduce or forgive the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the definition of �Majority Banks� or the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of LendersBanks, which shall be required for the Lenders Banks, or any of them them, to take any action under this Agreementhereunder, without the written consent of each Lender; or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.13 or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01; and provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Borrowers and the Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) increase waive any Commitment of any Lender the conditions specified in Section 4.01 or subject any Lender to any additional obligations4.02, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal ofany fees or other amounts payable hereunder, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivd) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under hereunder, (e) release the Guaranty set forth in Article X (Guaranty) or (f) amend this Section 9.01 or any other Section of this Agreement, without the written effect of which amendment is to alter the pro rata sharing of payments or pro rata funding required thereby; and provided further that (1) no amendment, waiver or consent shall affect the rights or duties of each the Administrative Agent, and any Issuing Bank or the Swing Loan Lender; , as the case may be, under this Agreement or (v) change any provision contained Note, unless such amendment, waiver or consent is in Sections 2.07writing and signed by the Administrative Agent, 6such Issuing Bank or the Swing Loan Lender, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything as the case may be, in this Section 12.05 addition to the contraryLenders required above to take such action, (2) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall reduce the principal of, or interest on, the Revolving Loans or Notes or postpone any date fixed for any payment of principal of, or interest on, the Revolving Loans or Notes, unless in each case signed by all of the Lenders, (3) no amendment, waiver or consent shall 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 each case signed by all of the affected Swing Loan Lenders, (4) no amendment, waiver or consent shall reduce the 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 each case signed by each affected Lender, (5) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall extend the Termination Date of the Commitment or increase the Commitment of any Lender or subject any Lender to any additional obligations, unless signed by such Lender and (6) no amendment, waiver or consent shall be made with respect to Section 11 without 2.04, unless signed by each Lender affected by such amendment, waiver or consent. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Defaulting Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of the Administrative Agentsuch Defaulting Lender.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement or any Loan Document to which the NotesBorrower is a party, nor any consent to any departure by the Company therefromBorrower from any Loan Document to which it is a party, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Banks and the CompanyBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Banks and the Borrower, do, or have the effect of doing, any of the following: (i1) increase any the Commitments of the Banks or the Swing Loan Commitment of any Lender the Swing Line Bank or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (ii2) reduce the principal of, or interest on, any Loan, the Notes or any fees (other than the Agent's fees) hereunder, without the written consent of each Lender affected thereby; (iii3) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without fees (other than the written consent of each Lender affected therebyAgent's fees) hereunder; (iv4) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, Notes or the number of Lenders, Banks which shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder (including, without limitation, any change in the written consent number of each LenderBanks required to extend the Termination Date under the provisions of Section 2.19); (5) release any Significant Guarantor; or (v6) change amend, modify or waive any provision contained in Sections 2.07of Article X, 6, 12.03 or 12.04 hereof or this Section 12.05 11.01 or clause (i) of Section 12.08 hereof. Notwithstanding anything 12.01; and, provided further, that no amendment, waiver, or consent shall, unless in this Section 12.05 writing and signed by the Agent or the Swing Line Bank (as applicable) in addition to the contraryBanks required above to take such action, affect the rights or duties of the Agent or the Swing Line Bank (as applicable) under any of the Loan Documents; and, provided, further, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Issuing Bank in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentIssuing Bank under any of the Loan Documents.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notesany Notes or any other Loan Document, nor any consent to any departure by the Company Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each 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 or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (A) waive any of the conditions specified in Section 3.01 or, in the case of any Working Capital Borrowing, Section 3.02, (B) change the percentage of (x) the Working Capital 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, (iC) 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, (D) amend this Section 8.01 or Section 5.01(v), or (E) release any Guarantor from its obligations under the Loan Documents (except in connection with a transaction permitted under Section 5.02(e)); and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has any Term Advance Exposure or a Working Capital Commitment if affected by such amendment, waiver or consent (A) increase any Commitment the Working Capital Commitments of any such Lender or subject any Lender to any additional obligationsamend Section 2.13, without the written consent of such Lender; (iiB) reduce the principal of, or interest on, any Loan, the Advances payable to such Lender or any fees hereunderor other amounts payable hereunder to such Lender, without the written consent of each Lender affected thereby; (iiiC) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances payable to such Lender or any fee fees or other amounts payable hereunder pursuant to Sections 2.03, 4.01 such Lender or 4.02 hereof, without the written consent of each Lender affected thereby; (ivD) change the percentage order of application of any of the Commitments or of the aggregate unpaid principal amount of prepayment set forth in Section 2.06 in any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each manner that materially affects such Lender; or (v) change any provision contained in Sections 2.07provided further, 6however, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or the other Loan Documents.

Amendments, Etc. No The Issuer will not (a) amend, assign, vary or waive, or consent to the amendment, assignment, variation or waiver of, or fail to enforce any terms of any of, or grant any accommodation with respect to, the Project Agreements, (b) release, surrender, cancel or terminate any rights or obligations under, or discharge any obligations (other than by performance) of, any of the Project Agreements, or (c) without limiting the foregoing, agree to any reduction in, or change in the manner (including timing) in which, either any amounts are payable to the Issuer under or with respect to any of the Project Agreements; provided, however, that (I) the terms of this Section 10.10 shall not be deemed to prohibit an amendment of the Facility Lease Agreements (W) to increase rent payable by MGE thereunder, or (X) in connection with the financing and construction of Improvements (as defined in the Facility Lease Agreements), and (II) so long as no Default or Event of Default has occurred and exists, the Issuer may amend or vary the term of a Project Agreement if the effect of such amendment or waiver variance (independently or together with all related amendments or variances) clearly does not involve an amount in excess of any provision of this Agreement or the Notes$5,000,000 and, nor any consent to any departure by the Company therefrom, shall in any event with respect to clauses (I) and (II) above, such amendment or variance could not reasonably be effective unless the same shall be agreed or consented expected to by the Majority Lenders and the Company, and each such waiver or consent shall be effective only result in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall (i) increase any Commitment a violation of any Lender other provision of any Financing Document or subject in any Lender to any additional obligationsMaterial Adverse Effect. Without limiting the foregoing, the Issuer shall not, without the prior written consent of such Lender; the Majority Holders, (ii1) reduce elect to cancel or terminate the principal ofFacility Lease Agreements, (2) permit MGE to cancel or terminate the Facility Lease Agreements (other than upon purchase of the applicable Facility in accordance with the terms of Section 8.3 thereof), (3) agree to any reduction in, or interest onchange in the manner (including timing) in which, either any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 amounts are payable to the contrary, no amendment, waiver Issuer under or consent shall be made with respect to Section 11 without the consent Facility Lease Agreements, (4) exercise any rights under Article 15 of the Administrative AgentFacility Lease Agreements, (5) consent or otherwise agree to any assignment, transfer or novation of any party’s rights or obligations under any Project Agreement, or (6) consent or otherwise agree to any sublease of the Facility Lease Agreements.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, Loan Documents nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each 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 or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of the conditions specified in Sections 4.1, 4.2 and 4.3, (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansNotes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under hereunder, (f) amend any of the provisions in Sections 3.6 through 3.10, (g) amend this Agreement, without the written consent of each LenderSection 9.1; or (vh) change release any provision contained material portion of any collateral covered by any security agreement given in Sections 2.07connection herewith; and PROVIDED, 6FURTHER, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any other Loan Document; and PROVIDED, FURTHER, that no waiver or consent shall unless in writing and signed by the affected Lender, waive the rights of that Lender to receive any payment or compensation under any of Sections 3.6 through 3.10.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and Lenders, the CompanyCompany and, if such amendment or waiver relates to any other Borrower, such other Borrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall (i) increase any Commitment of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, Unpaid Drawing or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone (A) any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, or (B) the expiration date of any Letter of Credit beyond the latest expiration date for a Letter of Credit provided for herein, in each case without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 13.03 or 12.04 13.04 hereof or this Section 12.05 13.05 or Section 12.08 13.08 hereof. Notwithstanding anything in this Section 12.05 13.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any and no consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Required Lenders and or by the CompanyCollateral Agent with the consent of the Required Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall (i) increase any the Commitment of any Lender or subject any Lender to any additional obligationsLender, without the written consent of such Lender; (ii) reduce the principal of, or interest on, the Loans payable to any LoanLender, reduce the amount of any fee payable for the account of any Lender, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Loans payable to any LoanLender, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, in each case without the written consent of each any Lender affected thereby; , (ivii) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be Loans that is required for the Lenders or any of them to take any action under hereunder, (iii) amend the definition of “Required Lenders” or “Pro Rata Share”, (iv) amend, modify or waive Section 4.03 or this Section 12.02 of this Agreement, in each case, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contraryforegoing, no amendment, waiver or consent shall be made with respect to Section 11 without shall, unless in writing and signed by an Agent, affect the consent rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the Administrative Agentother Loan Documents.

Amendments, Etc. No amendment amendment, restatement, supplement or other modification, or waiver (each, for purposes of this Section 14.5, a “modification”), of any provision of this Agreement or the Notesshall be effective, nor any shall the Company consent to any departure by modification of any other Program Document, without the Company therefrom, shall in any event be effective unless written consent of the same shall be agreed or consented to by the Majority Lenders Required Members and the Company, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendmentprovided that, waiver to effect any amendment to Sections 2.4 or 7.2, the proviso in the last sentence of Section 7.3, or Sections 7.5, 7.7, 7.8, 11.4, 14.1 or this Section 14.5, the approval of the Independent Managers, not to be unreasonably delayed or withheld, to such amendment must be obtained. Notwithstanding the foregoing, the Company shall not execute any amendment to any Program Document, or provide any written waiver, consent shall or similar instrument with respect thereto, (i) increase any Commitment of any Lender or subject any Lender unless the Rating Condition with respect to each Rating Agency is satisfied with respect to any additional obligationssuch amendment, waiver, consent or similar instrument; provided that the Rating Condition shall not be required to be satisfied with respect to any amendment or waiver that modifies any amounts distributable to any Member and (ii) that would directly reduce any amounts distributable to any Member hereunder or materially delay the timing of the receipt of such amounts by any Member, in each case without the prior written consent of such Lender; (ii) reduce Member. Notwithstanding the principal offoregoing, or interest on, any Loan, or any fees hereunder, without the written consent terms by which the Company may make distributions to Members may be amended if the Rating Agencies are notified of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any such amendment and Lenders having more than 50% of the Commitments or sum of the aggregate unpaid outstanding principal amount of loans at such time plus the aggregate unused amount of commitments at such time consent to such amendment. The Company shall not materially amend, modify, waive or otherwise make any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) material change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent Capital Model without first satisfying the Rating Condition. The Company may make non-material changes to the Capital Model without satisfying the Rating Condition; provided that the Company shall be made with respect promptly provide notice of any such non-material change to Section 11 without the consent of the Administrative AgentRating Agencies.

Amendments, Etc. No amendment or waiver of any provision ---------------- of this Agreement or the A Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in -------- ------- writing and signed by all the Lenders (iother than the Designated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase any Commitment the Commitments of any Lender such Lenders or subject any Lender such Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the A Notes or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the A Notes or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansA Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (vf) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 9.01; provided further that no -------- ------- amendment, waiver or Section 12.08 hereof. Notwithstanding anything consent shall, unless in this Section 12.05 writing and signed by each Lender holding a B Note at such time, (1) reduce the principal of, or interest on, such B Note or any fees or other amounts payable hereunder or thereunder with respect thereto, (2) postpone any date fixed for any payment of principal of, or interest on, such B Note or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Lender to the contrary, any additional obligations; and provided further that no amendment, waiver or consent shall be made shall, -------- ------- unless in writing and signed by the Administrative Agent 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. This Agreement and the Notes constitute the entire agreement of the parties with respect to Section 11 without the consent of the Administrative Agentsubject matter hereof and thereof.

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 or the NotesAgreement, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Required Lenders and the CompanyBorrower, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that however, that, no amendment, waiver or consent shall shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase any the Commitment of any Lender or subject any Lender extend the Commitments (except pursuant to any additional obligationsSection 2.06 or 2.07), without the written consent of such Lender; (iiiii) reduce the principal of, or interest on, any Loanor rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, any Loanthe outstanding Loans, reimbursement obligations or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivv) change the definition of Required Lenders or change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loansoutstanding Borrowings, or the number or the percentage of Lenders, which that shall be required for the Lenders or any of them to take any action under this Agreementhereunder, without the written consent of each Lender; or (vvi) change any provision contained in Sections 2.07, 6, 12.03 amend or 12.04 hereof or waive this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.Section

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyBanks, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing signed by all the Banks and consented to by all of the Banks as defined under the Subsidiary Facility, do any of the following: (ia) waive any of the conditions specified in Section 5.1, 5.2 or 5.3; (b) increase any Commitment the Commitments of any Lender the Banks or subject any Lender the Banks to any additional obligations, without the written consent of such Lender; (iic) reduce change the principal of, or decrease the interest on, any Loan, amounts payable hereunder (or pursuant to the VII Guarantee) or reduce the amount of any fees hereunder, without Commitment Fee payable to the written consent of each Lender affected therebyBanks hereunder (or pursuant to the VII Guarantee); (iiid) postpone any date fixed for any scheduled payment of any Commitment Fee, or scheduled payment of principal of, or interest on, any Loanamounts, payable hereunder (or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected therebyVII Guarantee); (ive) change the percentage definition of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under Majority Banks; (f) amend this Agreement, without the written consent of each LenderSection 12.1; or (vg) change any provision contained in Sections 2.07amend Section 9.6; and provided further, 6however, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Persons required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrower and the CompanyMajority Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by each Lender affected thereby, do any of the following: (ia) increase any the Commitment of any Lender or subject any Lender it to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, Loan or any fees hereunder, without the written consent of each Lender affected thereby; fee or other amounts payable hereunder or (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, Loan or any fee hereunder pursuant to Sections 2.03or other amount payable hereunder; and provided further that no amendment, 4.01 waiver or 4.02 hereofconsent shall, without unless in writing and signed by all the written consent Lenders, do any of each Lender affected thereby; the following: (ivi) waive any of the conditions specified in Section 3.01 or 3.02, (ii) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; hereunder or (viii) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01; and provided further that no amendment, waiver or consent shall be made shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement. This Agreement and the other agreements and instruments referred to herein constitute the entire agreement of the parties with respect to Section 11 without the consent of the Administrative Agentsubject matter hereof and thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be agreed or consented to by the Majority Lenders and the Company, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (i) increase any Commitment of any Lender of the Lenders or subject any Lender the Lenders to any additional obligations, without the written consent of such Lender; (ii) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or any fees fee hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, Reimbursement Obligation or any fee hereunder pursuant to Sections 2.03, 2.08, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansLoans or Letter of Credit Liabilities, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07, 6, 7.01, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof; (vi) change any provision of Section 3.02(b) hereof; (vii) release all or substantially all of the security for the obligations of the Company under this Agreement or any Note; or (viii) release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty. Notwithstanding anything in this Section 12.05 to the contrary, no amendment, waiver or consent shall be made with respect to Section 11 without the consent of the Administrative Agent.

Amendments, Etc. No Except as otherwise provided in this Agreement, no amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyLenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (i) waive any of the conditions specified in Section 3.1, 3.2 or 3.3 (if and to the extent that the Borrowing that is the subject of such waiver would involve an increase any Commitment in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (ii) increase the Commitments of any Lender or subject any Lender to any additional obligations, without the written consent of such Lender; (iiiii) reduce the principal of, or interest on, any Loan, or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiiiv) postpone any date fixed for any payment of principal of, or interest on, any Loan, Advance or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvance, or the number of Lenders, which that shall be required for the Lenders or any of them to take any action under hereunder, (vi) extend the Termination Date, (vii) amend this Agreement, without the written consent of each LenderSection 8.1; or (vviii) change any provision contained in Sections 2.07authorize the Administrative Agent to return, 6or to authorize or direct the return of, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 the Collateral Notes to the contraryissuer thereof, other than in compliance with Section 5.4(c) or 7.6; provided, further, that no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under or any Loan Document; provided, further, that this Agreement may be made with respect to Section 11 amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesAgreement, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders Borrower and the CompanyMajority Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders, do any of the following: (ia) waive any of 364-Day Credit Agreement Table of Contents the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment the Commitments of any Lender such Lenders or subject any Lender such Lenders to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or interest on, any Loan, the Advances or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fees (other than the Administrative Agent’s fee hereunder pursuant referred to Sections 2.03in Section 2.03(b)) or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreementhereunder, without (f) amend or modify Section 6.01(g) or the written consent definition of each Lender; “Change in Control” set forth in Section 1.01 in any manner or (vg) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or amend this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, 8.01; and provided further that no amendment, waiver or consent shall be made shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement. This Agreement and the agreement referred to in Section 2.03(c) constitute the entire agreement of the parties with respect to Section 11 without the consent of the Administrative Agentsubject matter hereof and thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany Credit Document, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and Document #0021220 36 signed by the Majority Lenders Borrower and the CompanyMajority Banks, and each 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, unless in writing and signed by all the Banks, do any of the following: (ia) increase any Commitment the Commitments of any Lender Bank or subject any Lender Bank to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or interest on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder fees or other amounts payable hereunder, (d) take action which requires the signing of all the Banks pursuant to Sections 2.03the terms of this Agreement, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the definition of "Majority Banks" or otherwise change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansAdvances, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this AgreementAgreement or any other Credit Document, without the written consent of each Lender; (f) amend this Section 8.1, or (vg) change impair any provision contained in Sections 2.07indemnification received by any Bank under this Agreement or any other Credit Document; provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver waiver, or consent shall be made with respect shall, unless in writing and signed by the Agent in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under any Credit Document.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the NotesNotes or any other Loan Document, nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, HOWEVER, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders (i) increase any Commitment of other than any Lender or subject Party that is, at such time, a Defaulting Lender), do any Lender to of the following at any additional obligationstime: (A) waive any of the conditions specified in Section 3.01 or, without in the written consent case of such Lender; the Initial Extension of Credit, Section 3.02, (ii) reduce the principal of, or interest on, any Loan, or any fees hereunder, without the written consent of each Lender affected thereby; (iii) postpone any date fixed for any payment of principal of, or interest on, any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivB) change the number of Lenders or the percentage of any of (1) the Commitments or of Commitments, (2) the aggregate unpaid principal amount of any the Advances or (3) the aggregate Available Amount of the Loansoutstanding Letters of Credit that, or the number of Lendersin each case, which shall be required for the Lenders or any of them to take any action hereunder, (C) reduce or limit the obligations of the Parent Guarantor under this AgreementSection 7.01 or of any Subsidiary Guarantor under Section 1 of the Subsidiary Guaranty or otherwise limit such Guarantor's liability with respect to the Obligations owing to the Agents and the Lender Parties, without (D) release all or substantially all of the written consent Collateral in any transaction or series of each Lender; 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, (vE) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof amend Section 2.13 or this Section 12.05 9.01, (F) increase the Commitments of the Lenders, (G) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (H) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 12.08 hereof. Notwithstanding anything 2.04 or 2.07 or any date fixed for payment of any fees or other amounts payable hereunder, (I) limit the liability of any Loan Party under any of the Loan Documents or (J) increase the percentages included in this Section 12.05 to clauses (a) or (b) of the contrary, definition of "Loan Value" and (ii) no amendment, waiver or consent shall be made with respect to Section 11 without the consent shall, unless in writing and signed by Lenders having 66 2/3% of the Administrative AgentWorking Capital Commitments at such time (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (A) reduce the dollar amount of the liquidation reserve included in clause (b) of the definition of "Loan Value", (B) decrease the liquidity reserve set forth on the Borrowing Base Certificate, (C) reduce the dollar amount set forth in Section 2.06(b)(ii) or 3.02(a)(iii)(A) or (D) waive the condition specified in Section 3.02(a)(iii); PROVIDED FURTHER that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the 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 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 in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by the Company Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders directly and adversely affected thereby, do any of the following: (ia) waive any of the conditions specified in Section 3.01, (b) increase any Commitment the Commitments of any Lender the Lenders or subject any Lender to any additional obligationsextend the Commitments of the Lenders, without the written consent of such Lender; (iic) reduce the principal of, or interest on, the Notes, any Term Loan, or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, any Loanthe Notes, or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ive) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the LoansNotes, or change the number of Lenders, which that shall be required for the Lenders or any of them to take any action under hereunder, (f) amend this AgreementSection 8.01, without the written consent of each Lender; (g) modify Section 2.16, or (vh) change release any provision contained Person from its liability under a guarantee, or limit such Person’s liability in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, respect of such guarantee; 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 Agent under this Agreement or any Note; provided further that no amendment, waiver or consent to the provisions of Section 2.19 shall be made effective unless in writing and signed by the Agent and the Required Lenders. Notwithstanding the foregoing, no consent with respect to Section 11 without the consent any amendment, waiver or modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clauses (b), (c), (d), (e) or (f) of the Administrative Agentfirst proviso of this paragraph and then only in the event such Defaulting Lender shall be directly and adversely affected by such amendment, waiver or modification.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the NotesWorking Capital Notes or any other Loan Document, nor any consent to any departure by the Company any Loan Party therefrom, shall in any event be effective unless the same shall be agreed or in writing and signed (or, in the case of the Collateral Documents, consented to to) by the Majority Lenders and the CompanyRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a 92 Defaulting Lender), do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change the number of Lenders or the percentage of (A) the Working Capital Commitments or (B) the aggregate outstanding principal amount of the Working Capital 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 value of any Obligations of any Guarantor under Section 7.01 of the Guaranty set forth in Article VII hereof, (iv) 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, (v) amend this Section 9.01, (vi) increase any Commitment the Working Capital Commitments of any Lender or subject any such Lender to any additional obligations, without the written consent of such Lender; (iivii) reduce the principal of, or interest on, any Loan, the Working Capital Notes held by such Lender or any fees hereunderor other amounts payable hereunder to such Lender, without the written consent of each Lender affected thereby; or (iiiviii) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Working Capital Notes held by such Lender or any fee fees or other amounts payable hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (iv) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement, without the written consent of each such Lender; or (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, and provided further that no amendment, waiver or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement and the other Loan Documents. Notwithstanding any of the foregoing provisions of this Section 9.01, none of the defined terms set forth in Section 1.01 shall be amended, supplemented or otherwise modified in any manner that would change the meaning, purpose or effect of this Section 9.01 or any section referred to herein unless such amendment, supplement or modification is agreed to in writing by the number and percentage of Lenders (and the Administrative Agent, if applicable) otherwise required to amend such section under the terms of this Section 9.01.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notesany other Loan Paper, nor any consent to any departure by the Company herefrom or therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and Committed Banks, or after termination of the CompanyCommitments, the Majority Banks (or the Administrative Agent with the consent of the Majority Committed Banks, or after termination of the Commitments, the Majority Banks) in all cases, and each then, in any case, 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, unless in writing and signed by all the Banks (ior the Administrative Agent with the consent of all the Banks), do any of the following: (a) waive any of the conditions specified in Section 3.1, 3.2, or 3.3 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase any Commitment in the aggregate outstanding amount of Loans over the aggregate amount of Loans outstanding immediately prior to such Borrowing), (b) reduce or increase the amount or alter the terms of the Commitments of any Lender Banks or subject any Lender Banks to any additional obligations, without the written consent of such Lender; (iic) reduce the principal of, or rate or amount of interest onapplicable to, any LoanLoan other than as provided in this Agreement, or any fees hereunder, without the written consent of each Lender affected thereby; (iiid) postpone any date fixed for any payment of principal of, or interest on, the Loans or any Loanfees hereunder, (e) change this Section 8.1, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder; and provided, without the written consent of each Lender; or (v) change any provision contained in Sections 2.07further, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that no amendment, waiver waiver, or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any other Loan Paper; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Auction Administration Agent in addition to the Banks required to take such action, affect the rights or duties of the Auction Administration Agent pursuant to this Agreement or any other Loan Paper; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Documentation Agent in addition to the Banks required to take such action, affect the rights or duties of the Documentation Agent pursuant to this Agreement or any other Loan Paper.

Amendments, Etc. No Subject to Section 2.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.01, no amendment or waiver of any provision of this Agreement or the Notesany Note, nor any consent to any departure by the Company any Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders (and notified to the CompanyAdministrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall shall, unless in writing and signed by all the Lenders affected thereby (iother than, in the case of clause (a), (f) or (g)(ii) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase any Commitment or extend the Commitments of any Lender the Lenders or subject any Lender the Lenders to any additional obligations, without (c) change any provision hereof in a manner that would alter the written consent pro rata 744221928 sharing of such Lender; payments or the pro rata reduction of Commitments among the Lenders, (iid) reduce the principal of, or interest (or rate of interest) on, any Loan, the Advances or any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby; (iiie) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Advances or any fee hereunder pursuant to Sections 2.03fees or other amounts payable hereunder, 4.01 or 4.02 hereof, without the written consent of each Lender affected thereby; (ivf) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any the Advances, the aggregate undrawn amount of the Loans, outstanding Letters of Credit or the number of Lenders, which that shall be required for the Lenders or any of them to take any action hereunder, (g) waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (including, without limitations, Indebtedness issued under this Agreement, without the written consent of each Lender; ) or (vj) change any provision contained amend the sublimits and the amounts set forth in Sections 2.07the definition of “Borrower Sublimit”; and provided, 6further, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 to the contrary, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be made with respect effective unless agreed to in writing by such Fronting Bank or modify or waive Section 11 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) this Agreement may be amended and restated without the consent of any Lender, any Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such Fronting Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder (including, without limitation, any obligation to make payment on account of a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender, such Fronting Bank or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrowers and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the extent necessary (a) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender or any Fronting Bank and (y) the Lenders and the Fronting Banks shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders and the Fronting Banks, a written notice from the Majority Lenders or any Fronting Bank stating that the Majority Lenders or such Fronting Bank, as the case may be, object to such amendment.

Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notesany other Loan Paper, nor any consent to any departure by the Company herefrom or therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Majority Lenders and Banks (or the CompanyAdministrative Agent with the consent of the Majority Banks) in all cases, and each then, in any case, 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 shall, unless in writing and signed by each Bank directly affected thereby (ior the Administrative Agent with the consent of each Bank directly affected thereby), do any of the following: (a) increase any Commitment the amount of the Additional Commitments of any Lender Banks or subject any Lender Banks to any additional obligations, without the written consent of such Lender; (iib) reduce the principal of, or rate or amount of interest onapplicable to, any LoanLoan other than as provided in this Agreement, or any fees hereunder, without the written consent of each Lender affected thereby; (iiic) postpone any date fixed for any payment of principal of, or interest on, any Loan, the Loans or any fee hereunder pursuant to Sections 2.03fees hereunder, 4.01 (d) extend the Maturity Date, (e) eliminate or 4.02 hereofreduce the voting rights of any Bank under this Section 9.1, without (f) amend Section 2.15 in any manner that would alter the written consent pro rata sharing of each Lender affected payments or Additional Commitment reductions required thereby; , (ivg) change the percentage of any of the Additional Commitments or of the aggregate unpaid principal amount of any of the Loans, or the number of LendersBanks, which shall be required for the Lenders Banks or any of them to take any action under this Agreementhereunder or (h) amend Section 7.2 in a manner that would alter the “waterfall” provision and (ii) no amendment or modification shall, without unless in writing and signed by all Banks (or the written Administrative Agent with the consent of each Lender; all Banks) release all or substantially all of the Collateral (v) change any provision contained in Sections 2.07, 6, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08 hereof. Notwithstanding anything in this Section 12.05 except to the contraryextent contemplated by Section 6.12 hereof, as in effect on the date hereof); and provided, further, that no amendment, waiver waiver, or consent shall be made with respect shall, unless in writing and signed by the Administrative Agent in addition to Section 11 without the consent Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any other Loan Paper, or modify or waive any provision of Section 2.22.