Common use of Amendments, Waivers and Consents Clause in Contracts

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”

Amendments, Waivers and Consents. Any provision (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (i) increase the specific instance and for the specific purpose for which given. Written notice Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Construction Loan Advance, (iii) reduce or forgive the principal amount of any Construction Loan Advance, (iv) extend the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Construction Loan Advance, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XI shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreement, writing and signed by the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Required Lenders and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsBorrower; provided that (i) no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: extend the Maturity Date; reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) with respect to any Loan or fees hereunder; reduce or forgive the principal amount of any Loan; extend the Commitment of a Lender beyond the Maturity Date or increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; amend, modify or waive any provision of this Section or Section 3.3, 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5; reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or release all Holders or substantially all of Notesany cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal provisions of (including any required redemptiona) Section 11 may be amended or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) modified without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants Administrative Agent and (b) Section 5 may be amended or waived in the manner provided, and with modified without the consent of each Issuing Lender. Notwithstanding the Persons requiredfact that the consent of all the Lenders is required in certain circumstances as set forth above, under each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 12 1126(c) of the Warrants. If Bankruptcy Code supersede the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such unanimous consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameprovisions set forth herein.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject shall: (a) increase the amount or extend the time of the obligation of the Lenders to satisfaction make Loans or issue or participate in Letters of conditions stated therein Credit (including without limitation pursuant to Section 3.7 hereof), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder, (g) release any Guarantor, (h) consent to a replacement bank or agree to reduce the Aggregate Commitment in connection with the replacement of a Defaulting Lender under Section 4.6(d) hereof or (i) amend the provisions of this Section 13.13 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII hereof shall be effective only in made without the specific instance written consent of the Administrative Agent and for (b) Article III hereof without the specific purpose for which given. Written notice written consent of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameIssuing Lender.”

Amendments, Waivers and Consents. Any provision in this Agreement, Neither the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Credit Agreement or any subordination or intercreditor agreement relating other Credit Document, nor the consent to any Subordinated Debtdeparture by any Borrower or other Credit Party therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and each such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided that no amendment, waiver or consent effected under this subsection shall promptly be delivered unless in writing and signed by all the Borrower Lenders, do any of the following: (a) increase the Commitments of the Lenders or subject the Lenders to any Holders who did not execute additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the same.”principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) postpone any date fixed for any payment in respect of principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive this Section 14.6, or change the definition of Required Lenders, (f) release any Borrower,

Amendments, Waivers and Consents. Any No amendment or waiver of or consent to any departure by Guarantor from any provision in of this AgreementGuaranty, shall be binding on the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision Noteholders except as expressly set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto and consented to in a writing from the Required Holders, duly signed and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If delivered by the Required Holders vote to alterof the Notes, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtand then such amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice No course of dealing between Guarantor and the Noteholders, nor any failure on the part of the Noteholders to exercise any right, power or remedy nor any delay on the part of the Noteholders in exercising any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the Noteholders of any right, power or remedy shall preclude any further exercise thereof by the Noteholders. No waiver of any right, power or consent effected under this subsection remedy shall promptly be deemed to occur by any act or knowledge of any Noteholder, its agents, trustees, officers or employees or be binding against any Noteholder, except as expressly set forth in a writing duly signed and delivered by the Borrower Required Holders of the Notes. No waiver by the Required Holders of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by any Noteholder permitted hereunder shall in any way affect or impair any of any Noteholders' rights, powers or remedies or the obligations of Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any part of the Indebtedness shall be conclusive and binding on Guarantor irrespective of whether Guarantor was a party to any Holders who did not execute the samesuit or action in which such determination was made. As used herein, the term "this Guaranty" and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented.”

Amendments, Waivers and Consents. Any provision Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreement, writing and signed by the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Required Lenders and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsBorrower; provided that (i) no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: extend the Maturity Date; reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; reduce or forgive the principal amount of any Loan; increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5; reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or release all Holders or substantially all of Notesany cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding. Notwithstanding the above, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal provisions of (including any required redemptiona) Section 11 may be amended or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) modified without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants Administrative Agent and (b) Section 5 may be amended or waived in the manner provided, and with modified without the consent of each Issuing Lender. Notwithstanding the Persons requiredfact that the consent of all the Lenders is required in certain circumstances as set forth above, under each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 12 1126(c) of the Warrants. If Bankruptcy Code supersede the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such unanimous consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameprovisions set forth herein.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be made, amended or waived by the Lenders and compliance with any covenant or provision set forth herein or therein consent may be omitted given by the Lenders, if, but only if, such amendment, waiver or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required HoldersLenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, and in the case of an amendment, signed by the Credit Parties; PROVIDED, that no amendment, waiver or consent shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Noteseach Lender affected thereby, no such consent or waiver shall be effective to reduce (a) increase the amount ofor extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.8), to postpone (b) extend the date fixed for the originally scheduled time or times of payment of, of the principal of (including any required redemption) Loan or Reimbursement Obligation or the time or times of payment of interest or Prepayment Premium fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any NoteLoan or Reimbursement Obligation, to decrease (d) reduce the Interest Rate principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the Prepayment Premiumprincipal or interest on any Loan or Reimbursement Obligation, to decrease or postpone (f) permit any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather assignment (other than as cash interestspecifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to (g) release any material Guarantor from its guaranty hereunder or any Guaranty(h) amend the provisions of this Section 13.10 or the definition of Required Lenders. In addition, no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent and (ii) Article III shall be made without the written consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Holder RepresentativeLenders is required in certain circumstances as set forth above, no (x) each Lender is entitled to vote as such consent or waiver shall be effective to alter Lender sees fit on any bankruptcy reorganization plan that affects the rights or obligations Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Holder Representative. The Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions of set forth herein and (y) the Warrants Required Lenders may be amended or waived consent to allow a Credit Party to use cash collateral in the manner provided, and with the consent context of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend a bankruptcy or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameinsolvency proceeding.”

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent No amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination other Loan Document, or intercreditor agreement relating consent to any Subordinated Debtdeparture by the Borrower therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by the Borrower and the Required Lenders (or by the Agent on their behalf) without taking into account the Commitments or Loans held by Defaulting Lenders or the Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates"), and then such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected under this subsection shall promptly be delivered shall, unless in writing and signed by the Borrower and all the Lenders (other than any Defaulting Lender or the Borrower or any of its Affiliates (determined without giving effect to the proviso to the definition of "Affiliates")), do any Holders who did not execute of the samefollowing at any time: (a) change the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of "Required Lenders"; (c) amend this Section 11.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made; (f) release all or substantially all the Collateral; or (g) amend the definition of "Borrowing Base" or modify Section 2.2(a)(ii)if the effect thereof would be to increase the amount of Revolving Credit Loans or CapEx Loans, respectively, available to the Borrower; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, and (ii) the Agent, in addition to the Lenders required above, to take any such action that affects the rights or duties of the Agent under this Agreement or any other Loan Document.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject shall: (i) increase the amount or extend the time of the obligation of the Lenders to satisfaction make Loans (including without limitation pursuant to Article II hereof); (ii) extend the originally scheduled time or times of conditions stated therein payment of the principal of any Loan or the time or times of payment of interest on any Loan; (iii) reduce the rate of interest or fees payable on any Loan; (v) reduce the principal amount of any Loan; (v) permit any subordination of the principal or interest on any Loan; (vi) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder; (vii) release any material portion of the Collateral or release any Security Document (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document); (viii) release any guarantor or surety from any guaranty or surety of the Obligations; or (ix) amend the provisions of this Section 13.16 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of Article XII shall be effective only in made without the specific instance and for written consent of the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any amendment or waiver of any provision of this Agreement and any consent to any departure by the Pledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Indenture and the Additional Debt Documents necessary for amendments or waivers of, or consents to any departure by the Pledgor from any provision of the Indenture or any Additional Debt Document, as the case may be, and only if such amendment, waiver or consent is in writing duly signed by the Pledgor and the Collateral Agent (with the written consent of the Majority Holders, unless such consent would not be required under the Indenture); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term "Class" shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the holders of the Senior Notes or secured hereby and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents creditors may be madeadded as "Secured Parties" hereunder (either as part of an existing Class of creditors or as a newly created Class), and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if that such addition shall not require the Borrower shall obtain written consent thereto in writing from of the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Requisite Holders of Notes and/or Warrants; provided that the various Classes. For the purpose of this Agreement, the term "Requisite Holders" of any Class shall mean each of (i) without with respect to the consent of all Holders of Senior Notes, no such consent or waiver shall be effective to reduce the holders of at least a majority of the outstanding principal amount of, to postpone of the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, Senior Notes and (ii) without with respect to any other class of Additional Secured Debt, the consent holders of at least a majority of such class of Additional Secured Debt outstanding from time to time. Failure of the Holder RepresentativeCollateral Agent or any Secured Party to exercise, no such consent or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be effective construed as a bar to alter any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound remedies provided by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samelaw.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) Fee Letter), or consent to any departure by the contrary notwithstandingBorrowers therefrom, changes shall in or additions to this Agreement any event be effective unless the same shall be in writing and signed by the Borrowers and the other Operative Documents may be madeRequired Lenders (or by the Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); (j) amend any of the provisions of Section 10.5; or (k) increase any advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Borrowing Base in accordance with Section 2.1(b)); provided further that, other than as set forth under clause (k), no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base or the Eligible Receivables in accordance with Section 2.1(b)) to the extent that any such change results in more credit being available to the Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this subsection shall promptly be delivered by Agreement or any other Loan Document, (iii) the Borrower Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any Holders who did not execute provision of this Agreement or any other Loan Document may be entered into without the sameconsent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision in of this Agreement, the Notes or the other Operative Loan Documents may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument signed by the Borrower and the Required Lenders, and any consent required of the Required Lenders herein must be in writing; provided, however, that no such amendment or waiver shall, unless signed by all the Lenders affected thereby (or, in the case of clause (e) or (f) below, each Lender) (a) increase or decrease the Commitment of any Lender or subject any Lender to any additional obligation (other than any increases pursuant to Section 2.4), (b) reduce or forgive the principal of or rate of interest on any Note or any fees to the Lenders hereunder (other than the Warrantsapplication of the default rate of interest pursuant to Section 3.2), (c) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the any payment of, the of principal of (including any required redemption) or interest or Prepayment Premium payable on any NoteNote or any fees to the Lenders hereunder or for the termination of the Commitments, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Lenders or any of them to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone take any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for action under Section 8.3 or this Section 11.2or any other provision of this Agreement, (e) release, or to subordinate the Collateral Agent’s Liens, if any, on all or substantially all of the Collateral of (f) release any material Guarantor from its guaranty the Guaranty; provided, further, however, that no such amendment, waiver, consent or agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent hereunder or under any Guaranty, and (ii) other Loan Document without the prior written consent of the Holder RepresentativeCollateral Agent. Delivery of an executed counterpart of such written instrument or of the signature page of such written instrument by telecopy, no such consent e-mail, facsimile transmission, electronic mail in “portable document format” (“.pdf’) form or waiver other electronic means intended to preserve the original graphic and pictorial appearance of the item being sent shall be effective to alter the rights or obligations delivery of the Holder Representative. The provisions a manually executed counterpart of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samewritten instrument.”

Amendments, Waivers and Consents. Any amendment or waiver of any provision of this Agreement and any consent to any departure by the Pledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Credit Facility Documents and the Additional Debt Documents necessary for amendments or waivers of, or consents to any departure by the Pledgor from any provision of the Credit Facility Documents or any Additional Debt Document, as the case may be, and only if such amendment, waiver or consent is in writing duly signed by the Pledgor and the Collateral Agent (with the written consent of the Majority Holders, unless such consent would not be required under the Credit Facility Documents); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the Notes or term “Class” shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the Bank Secured Parties and (y) any other Operative Documents (class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents creditors may be madeadded as “Secured Parties” hereunder (either as part of an existing Class of creditors or as a newly created Class), and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if that such addition shall not require the Borrower shall obtain written consent thereto in writing from of the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Requisite Holders of Notes and/or Warrants; provided that the various Classes. For the purpose of this Agreement, the term “Requisite Holders” of any Class shall mean each of (i) without with respect to the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment ofCredit Agreement, the principal of Required Lenders (including any required redemptionas that term is defined in the Credit Agreement) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without with respect to any other class of Additional Secured Debt, the consent holders of more than fifty percent (50%) of such class of Additional Secured Debt outstanding from time to time. Failure of the Holder RepresentativeCollateral Agent or any Secured Party to exercise, no such consent or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be effective construed as a bar to alter any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound remedies provided by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samelaw.”

Amendments, Waivers and Consents. Any provision Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreement, writing and signed by the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Required Lenders and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsBorrowers; provided that (i) no such amendment, change, waiver, discharge or termination shall without the consent of all Holders each Lender affected thereby: extend the Maturity Date; reduce the rate or extend the time of Notespayment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; reduce or forgive the principal amount of any Loan; increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations; amend, modify or waive any provision of this Section or Section 3.6, 3.8, 9.1(a), 10.7, 11.2, 11.3 or 11.5; or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders. Notwithstanding the above, no such consent provisions of Section 10 may be amended or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) modified without the consent of the Holder Representative, no such consent or waiver shall be effective to alter Administrative Agent. Notwithstanding the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with fact that the consent of all the Persons requiredLenders is required in certain circumstances as set forth above, under each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 12 1126(c) of the Warrants. If Bankruptcy Code supersede the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such unanimous consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameprovisions set forth herein.”

Amendments, Waivers and Consents. Any provision in this Agreement(a) This Guaranty may be amended, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents observance of any term hereof may be madewaived (either retroactively or prospectively), with (and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if only with) the Borrower shall obtain written consent thereto in writing from of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3 through 13, inclusive, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing, and shall(2) no such amendment or waiver may, in any casewithout the written consent of each Holder, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without change the consent percentage of all the principal amount of the Notes the Holders of Notes, no which are required to consent to any such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of or (including any required redemptionii) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 2 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the 14. No consent of the Holder Representative, no such consent Holders or waiver the Guarantors shall be effective required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to alter the rights or obligations addition of each additional Guarantor. Upon fulfillment of the Holder Representative. The provisions conditions set forth in Section 10.8(b) of the Warrants may be amended or waived in Note Purchase Agreement (including without limitation receipt by the manner provided, and with the consent Holders of the Persons required, under Officer’s Certificate described in such Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance 10.8(b)) with the Intercreditor Agreement or any subordination or intercreditor agreement relating respect to any Subordinated DebtGuarantor, then all Holders such Guarantor shall be bound by such vote and agree to sign such automatically deemed discharged from its obligations hereunder, without any consent or other document as may be necessary action by any of the Holder, the Guarantors or the Constituent Companies and shall no longer constitute a “Guarantor” hereunder. Back to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”Contents

Amendments, Waivers and Consents. Any provision in Neither this Agreement, Credit Agreement nor any other Credit Document nor any of the Notes terms hereof or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents thereof may be madeamended, and compliance with any covenant or provision set forth herein or therein may be omitted or changed, waived, if the Borrower shall obtain consent thereto discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing from signed by the Required HoldersBanks, and provided that no such amendment, change, waiver, discharge or termination shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders each Bank, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of Notesany Revolving Loan, no such consent or waiver shall be effective to any portion thereof, or extend the expiry date for a Letter of Credit beyond the period permitted by the terms of Section 2.4(a), or reduce the amount of, to postpone rate or extend the date fixed for time of payment of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal of (including any required redemption) amount thereof, or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitments of interest payable as PIK Interest rather than as cash interest, to alter, amend the Banks over the amount thereof in effect (it being understood and agreed that a waiver of any Default or waive compliance with Section 8.1(aEvent of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Bank), to alter or amend (ii) release of any material portion of collateral securing the consent mechanism provided for under Section 8.3 or this Section 11.2Total Revolving Obligations hereunder, or to (iii) release any material Guarantor from its guaranty hereunder obligations hereunder, (iv) amend, modify or waive any Guarantyprovision of this Section or Section 2.9, 2.10, 2.11, 2.12, 2.13, 2.16, 2.17, 8.1(a), 9.7, 10.2 and 10.3, (iiv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks or (vi) consent to the assignment or transfer by the Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) this Credit Agreement. No provision of Section 9 may be amended without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Requisite Lenders (or by Agent with the consent of the Persons requiredRequisite Lenders) and delivered to Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If Borrowers; provided, that without the Required Holders vote to alterprior written consent of each Lender no amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent shall: (i) increase the Facility Amount, the Revolving Sublimit or the Letter of Credit Sublimit, (ii) postpone the Maturity Date or change the date on which any monthly payment of interest is due; (iii) reduce the Interest Rate payable on any Loan or Letter of Credit Advance, or any Loan Fee; (iv) amend the “Advance Rate” percentage set forth in the chart that is part of Section 3.3; (v) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder; (vi) release Guarantor; (vii) release any Collateral or consent to the transfer, pledge, mortgage or assignment of any Collateral, other than as specifically provided in this Agreement; or (viii) amend the provisions of this Section 11.10, the definition of Requisite Lenders or any other provision of this Agreement specifying the number or percentage of Lenders required to (a) amend, waive or otherwise modify any rights of Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders. In addition, no amendment or waiver of the provisions of this Article XI shall be made without the written consent of Agent and no Lender’s Commitment may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameincreased without such Lender’s consent.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Secured Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject shall: (a) increase the amount or extend the time of the obligation of the Lenders to satisfaction make Loans or issue or participate in Letters of conditions stated therein Credit (including, without limitation, pursuant to Section 3.6 hereof), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder, (g) release any material portion of the Collateral (other than as specifically permitted or contemplated in this Agreement), (h) amend the provisions of this Section 14.13 or the definition of Required Lenders, or (i) waive the provisions of Section 5.2, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII hereof shall be effective only in made without the specific instance written consent of the Agent and for (b) Article III hereof without the specific purpose for which given. Written notice written consent of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameIssuing Lender.”

Amendments, Waivers and Consents. Any provision Neither this Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreementwriting signed by the Required Lenders, provided that no such amendment, change, waiver, -------- discharge or termination shall, without the Notes consent of each Lender affected thereby, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments, other than in connection with an Asset Disposition pursuant to Section 8.07(f) which shall be subject to the agreement of the Required Lenders as set forth in Section 3.02(b)(ii) hereof) of any Revolving Loan or any portion thereof, or reduce the other Operative Documents rate or extend the time of payment of interest (other than as a result of waiving the Warrantsapplicability of any post- default increase in interest rates) thereon or fees hereunder or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (ii) except as otherwise permitted by Section 8.18, release Guarantors from their obligations under the Guaranty Agreement to the contrary notwithstandingextent any such release would constitute a substantial portion of the benefits provided by the Guarantors taken as a whole, changes in (iii) amend, modify or additions waive any provision of this Section 12.07 or Section 3.05, 3.07, 4.02, 4.03, 4.04, 4.05, 10.01(a) or (b), (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement and the other Operative Documents Credit Documents. No provision of Article XI may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) amended without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision Neither this Agreement nor any other Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Notes or Borrowers, the other Operative Documents (other than the Warrants) to the contrary notwithstandingAdministrative Agent, changes in or additions to this Agreement and the Required Lenders or, in the case of any other Operative Documents may be madeLoan Document, and compliance with any covenant pursuant to an agreement or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto agreements in writing from entered into by the Required Holders, Borrowers and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrantsthe Agents party thereto; provided that (i) the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; provided, however, that: no such amendment, change, waiver, discharge or termination shall, without the consent of all Holders each Lender affected thereby: extend the final maturity of Notesany Loan, no provided that this clause (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such consent extension or waiver waiver), prior to the time the Administrative Agent shall be effective have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; reduce the rate, or extend the time of payment, of interest or change the manner of computation of any financial covenant used in determining the Applicable Margin that could result in the reduction of the rate of interest on any Loan (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; reduce or waive the principal amount ofof any Loan; increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); release any Borrower from its respective obligations under the Loan Documents, including, without limitation, Xxxxxxxxx with respect to postpone the date fixed for the payment ofits obligations under Article X of this Agreement; amend, modify or waive any provision of this Section 11.01 or reduce any percentage specified in, or otherwise modify, the principal definition of Required Lenders; or consent to the assignment or transfer by any Borrower of any of its respective rights and obligations under (including any required redemptionor in respect of) or interest or Prepayment Premium payable on any Notethe Loan Documents, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion except as permitted thereby; no provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) Article IX may be amended without the consent of the Holder Representative, no such consent or waiver shall be effective to alter Administrative Agent. Notwithstanding the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with fact that the consent of all the Persons requiredLenders is required in certain circumstances as set forth above, under (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 12 1126(c) of the Warrants. If Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Holders vote Lenders may consent to alter, amend or waive compliance with the Intercreditor Agreement or allow any subordination or intercreditor agreement relating Borrower to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only use cash collateral in the specific instance and for the specific purpose for which given. Written notice context of any waiver a bankruptcy or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameinsolvency proceeding.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be made, amended or waived by the Lenders and compliance with any covenant or provision set forth herein or therein consent may be omitted given by the Lenders, if, but only if, such amendment, waiver or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required HoldersLenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, and in the case of an amendment, signed by the Credit Parties; provided, that no amendment, waiver or consent shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Noteseach Lender affected thereby, no such consent or waiver shall be effective to reduce (a) increase the amount ofor extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, to postpone (b) extend the date fixed for the originally scheduled time or times of payment of, of the principal of (including any required redemption) Loan or Reimbursement Obligation or the time or times of payment of interest or Prepayment Premium fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any NoteLoan or Reimbursement Obligation, to decrease (d) reduce the Interest Rate principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the Prepayment Premium, to decrease principal or postpone interest on any prepayments Loan or redemptions, to increase the proportion of interest payable as PIK Interest rather Reimbursement Obligation or (f) permit any assignment (other than as cash interestspecifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder; provided further, to alterno amendment, amend waiver or waive compliance with Section 8.1(a)consent shall, to alter or amend without the consent mechanism provided for under Section 8.3 or this Section 11.2of each Lender, or to (A) release any material Guarantor from its guaranty hereunder other than upon the disposition by the Borrower of its interest in such Guarantor in accordance with the terms of this Agreement or any Guaranty(B) amend the provisions of this Section 13.9 or the definition of Required Lenders. In addition, no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent and (ii) Article III shall be made without the written consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Holder RepresentativeLenders is required in certain circumstances as set forth above, no (x) each Lender is entitled to vote as such consent or waiver shall be effective to alter Lender sees fit on any bankruptcy reorganization plan that affects the rights or obligations Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Holder Representative. The Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions of set forth herein and (y) the Warrants Required Lenders may be amended or waived consent to allow a Credit Party to use cash collateral in the manner provided, and with the consent context of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend a bankruptcy or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameinsolvency proceeding.”

Amendments, Waivers and Consents. Any provision in this Agreement, Neither the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Credit Agreement or any subordination or intercreditor agreement relating other Credit Document, nor the consent to any Subordinated Debtdeparture by any Borrower or other Credit Party therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and each such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided that no amendment, waiver or consent effected shall unless in writing and signed by all the Lenders, do any of the following: (a) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) postpone any date fixed for any payment in respect of principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive this Section 14.6, or change the definition of Required Lenders, (f) release any Borrower or any Guarantor, (g) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit Parties permitted under this subsection Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral or (h) increase the advance rates used to calculate the Borrowing Base and, provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agents or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Agents and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the Borrowers shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9). In addition, the Borrowers and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the manner requested by the Borrowers, the Agents or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly be delivered by deliver a copy of any such modification to the Borrower to any Holders who did not execute the sameBorrowers and each Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be madeamended or waived by the Lenders, and compliance with any covenant consent given by the Lenders, if, but only if, such amendment, waiver or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required HoldersLenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, and in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, deliver copies without the written consent of such consent in writing to all other Holders of Notes and/or WarrantsLender; provided that (ib) without the consent of all Holders of Noteswaive, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease extend or postpone any prepayments date fixed by this Agreement or redemptionsany other Loan Document for any payment of principal, to increase the proportion of interest payable as PIK Interest rather than as cash interest, fees or other amounts due to alter, amend the Lenders (or waive compliance with Section 8.1(a), to alter any of them) hereunder or amend under any other Loan Document without the written consent mechanism provided for of each Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii2.11(b) without shall only require the consent of the Holder RepresentativeRequired Lenders); (c) reduce the principal of, no such consent or waiver shall be effective the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to alter the rights or obligations clauses (iv) and (v) of the Holder Representative. The provisions of the Warrants may be amended or waived proviso set forth in the manner provided, paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and with adversely affected thereby; provided that only the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders Lenders shall be bound by such vote and agree necessary (i) to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction waive any obligation of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any Holders who did not execute financial covenant hereunder (or any defined term used therein) even if the same.effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; (d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders”, “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (f) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, without the written consent of each Lender; (g) release any Guarantor from its Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender; (h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

Amendments, Waivers and Consents. Any provision (a) Subject to Section 6.04 of the Intercreditor and Collateral Agency Agreement, as in effect on the date hereof, neither this Agreement, nor any terms hereof, may be waived, amended, supplemented or modified, and no consent may be granted by any Agent hereunder, except with the Notes or written consent of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Borrower and the other Operative Documents may be madeMajority Common Creditors, and compliance with any covenant provided that no such waiver, amendment, supplement, modification or provision set forth herein or therein may be omitted or waivedconsent shall, if unless signed by the Borrower shall obtain consent thereto in writing from and all of the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that Lenders: (i) without the consent waive, amend, supplement or modify any provision of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and 9.01; (ii) without release any Obligor party to any Subsidiary Guaranty from any of its guarantee obligations; (iii) release any Collateral, other than in accordance with Section 82; (iv) increase the consent principal amount of any Secured Obligation or raise the Holder Representativerate of interest thereon or change the currency thereof; (v) other than during the existence of an Event of Default, no such consent or waiver shall be effective to alter accelerate the rights or obligations scheduled date of the Holder Representative. The provisions payment of the Warrants may be amended or waived in the manner providedany principal amount of any Secured Obligation, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to interest thereon; (vi) increase any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent fees or other document as may be necessary amounts payable under any Facility Agreement; (vii) consent to effectuate such alteration, amendment the assignment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered transfer by the Borrower or any other Obligor of any rights or Obligations hereunder or under any other Loan Document; (viii) modify the definitions of “Majority Common Creditors”; (ix) waive, amend, supplement or modify any condition set forth in Article 4 (provided that “all Lenders” in the case of this clause (ix) shall include only those Lenders required to make any Holders who did not execute Advance that would be subject to the sameconditions sought to be so waived, amended, supplemented or modified); or (x) reduce the aggregate Commitments under any Facility, except for pro rata reductions on all Facilities.”

Amendments, Waivers and Consents. Any provision in this AgreementThis Agreement may be amended, and the Notes observance of any term hereof may be waived (either retroactively or prospectively) with (and only with) the written consent of the Company and the Required Holders (provided that any amendment or waiver which relates to the Shares or the other Operative Documents Warrants and/or Warrant Shares shall require the written consent of the Company and the holders of a majority of the outstanding Shares or Warrants and/or Warrant Shares (other than with Warrants counted on an as-converted basis)) (or, if prior to the Closing Time, Purchasers who have agreed to purchase a majority in aggregate principal amount of the Notes, a majority of the Shares and a majority of the Warrants) ); PROVIDED, HOWEVER, that no such amendment or waiver may, without the prior written consent of each Noteholder affected thereby (or each Purchaser if prior to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that Closing Time) (i) without the consent of all Holders of Notessubject any Noteholder to any additional obligation, no such consent or waiver shall be effective to (ii) reduce the amount ofprincipal of (or premium, to if any) or rate of interest on any Note, (iii) postpone the date fixed for the any payment of, the of principal of (including any required redemptionor premium, if any) or interest or Prepayment Premium payable on any Note, (iv) change the percentage of the aggregate principal amount of the Notes the Noteholders of which shall be required to decrease the Interest Rate consent or the Prepayment Premiumtake any other action under this Section 15.04 or any other provision of this Agreement, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, (v) amend or waive compliance with the provisions of (a) Section 8.1(a7.08 following the occurrence of a Change of Control or (b) Sections 7.09 or 8.05 following the maturity at the Company's obligation to make an Asset Sale Offer and in the case of each of clauses (a) and (b), any of the definitions used in such Sections, (vi) reduce the premium payable upon any redemption of the Notes or change the time at which any Note may be redeemed, (vii) impair the right of any Noteholder to alter receive payment of principal, premium, if any, and interest on such Noteholder's Notes on or amend after the consent mechanism provided for under Section 8.3 or this Section 11.2, due dates therefore or to release institute suit for the enforcement of any material Guarantor from its guaranty hereunder payment on or any Guarantywith respect to such Noteholder's Notes, and (iiviii) without adversely affect the consent ranking of the Holder RepresentativeNotes, no such consent or waiver shall be effective to alter (ix) change the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived currency in the manner provided, and with the consent of the Persons required, which amounts due under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”the

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the Revolving Credit Commitment or Term Loan Commitment of any Lender, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto or the duration of any Interest Period beyond six (6) months, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (h) release any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), or (i) amend the provisions of this Section 14.11, Section 4.4(b)(vi) with respect to the order of application of amounts prepaid or the definition of Required Lenders, or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in the specific instance case of clauses (a)-(i), without the written consent of each Lender and for in the specific purpose for which givencase of clause (j) without the written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment. Written notice of any In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XIII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) Second Amendment Fee Letter), or consent to any departure by the contrary notwithstandingBorrowers therefrom, changes shall in or additions to this Agreement any event be effective unless the same shall be in writing and signed by the Borrowers and the other Operative Documents may be madeRequired Lenders (or by the Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); or (j) amend any of the provisions of Section 10.5; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this subsection shall promptly be delivered by Agreement or any other Loan Document, (iii) the Borrower Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any Holders who did not execute provision of this Agreement or any other Loan Document may be entered into without the sameconsent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below, any term, covenant, agreement or condition of this AGREEMENT or any of the other LOAN DOCUMENTS may be amended or waived by the LENDERS, and any consent given by the LENDERS, if, but only if, such amendment, waiver or consent is in this Agreementwriting signed by the MAJORITY LENDERS (or by the ADMINISTRATIVE AGENT with the consent of the MAJORITY LENDERS) and delivered to the ADMINISTRATIVE AGENT and, in the Notes case of an amendment, signed by the BORROWER; provided, that no amendment, waiver or consent: (a) shall (i) increase the amount or extend the time of the obligation of the LENDERS to make LOANS or issue or participate in LETTERS OF CREDIT (including without limitation pursuant to Sections 2.1, 2.6 or 3.1), (ii) extend the originally scheduled time or times of payment of the principal of any LOAN or REIMBURSEMENT OBLIGATION or the other Operative Documents time or times of payment of interest on any LOAN or REIMBURSEMENT OBLIGATION, (iii) reduce the rate of interest or fees payable on any LOAN or REIMBURSEMENT OBLIGATION, (iv) reduce the fees payable upon the issuance of a LETTER OF CREDIT (other than the Warrants) fee payable to the contrary notwithstanding, changes in or additions ISSUING BANK pursuant to this Agreement and the other Operative Documents subsection 3.3.(e) hereof which may be made, and compliance with any covenant amended or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) ISSUING BANK without the consent of the Holder RepresentativeLENDERS), no such consent or waiver shall be effective to alter the rights or obligations (v) permit any subordination of the Holder Representative. The principal or interest on any LOAN or REIMBURSEMENT OBLIGATION, (vi) release any collateral or SECURITY DOCUMENT (other than as specifically permitted in this AGREEMENT or the applicable SECURITY DOCUMENT), (vii) amend the provisions of this Section 13.10 or the Warrants may be amended definition of REQUIRED LENDERS or waived MAJORITY LENDERS or modify in any other manner the manner providednumber or percentage of LENDERS required to make any determinations or waive any rights hereunder or to modify any provision hereof, and with (viii) release any GUARANTOR from liability under a GUARANTY AGREEMENT, (ix) modify the definition of "BORROWING BASE," "INVENTORY VALUE," or "LOAN RESERVE" except for such modifications which are permitted pursuant to the definitions of such terms or modify the definition of "AGGREGATE COMMITMENT," "COMMITMENT," or "L/C COMMITMENT," or (x) amend, modify or waive any provision of Sections 4.8, 4.9, 4.10, or 4.11, without the prior written consent of each LENDER; (b) amend, modify or waive any provision of Article IX without the prior written consent of the Persons requiredREQUIRED LENDERS; (c) amend, under Section 12 modify or waive any provision of Article III without the prior written consent of the Warrants. If the Required Holders vote to alterISSUING BANK; (d) amend, amend modify or waive compliance with any provision in Section 2.3 without the Intercreditor Agreement prior written consent of the ADMINISTRATIVE AGENT; or (e) amend, modify or waive any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such of the provisions of Article XII without the prior written consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAGENTS.”

Amendments, Waivers and Consents. Any provision None of this Agreement any other Loan Document or any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated except, (a) in the case of this Agreement, upon the Agent (x) requesting from each Rating Agency (if any) a determination whether, as a result of any such amendment (except for changes to the definition of “Committed Amount,” “Maturity Date” or the dates on which any principal repayment is due pursuant to Section 2.06, or other changes or agreements in respect of the subject matter herein which are, in the judgment of the Agent, ministerial or address mechanical matters not raising any substantive credit‑related concerns, including in respect of such repayment and release matters associated with Asset Dispositions under Section 7.05), it would cause the rating of the Notes to be reduced or withdrawn, and providing notice of such determination to the Borrower and each of the Lenders or (y) giving written notice to each Rating Agency (if any) of any such amendment (except for changes to the definition of “Committed Amount,” “Maturity Date” or the dates on which any principal repayment is due pursuant to Section 2.06, or other Operative Documents (other than changes or agreements in respect of the Warrantssubject matter herein which are, in the judgment of the Agent, ministerial or address mechanical matters not raising any substantive credit‑related concerns, including in respect of such repayment and release matters associated with Asset Dispositions under Section 7.05) at least ten days prior to the contrary notwithstandingeffective date with respect thereto and, changes prior to the expiration of such ten day period, no such Rating Agency shall have issued any written notice that such amendment would cause the rating of the Notes to be reduced or withdrawn, and (b) in or additions to the case of this Agreement or any other Loan Document, pursuant to an agreement or agreements or a consent or consents in writing entered into by the Borrower, the Manager, to the extent it is a party thereto, the Required Lenders, and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsAgent; provided that (i) without the consent foregoing shall not restrict the ability of all Holders the Required Lenders to waive any Event of NotesDefault prior to the time the Agent shall have declared, no such consent or waiver the Required Lenders shall be effective have requested the Agent to reduce the amount of, to postpone the date fixed for the payment ofdeclare, the principal of (including any required redemption) or interest or Prepayment Premium Loans immediately due and payable on any Note, pursuant to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner Article IX; provided, and with the consent of the Persons requiredhowever, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”that:

Amendments, Waivers and Consents. Any provision in Renewal. Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall (a) increase the amount or extend the time of the obligation of the Lenders to make Loans, provided, however, that the Required Lenders may at any time, in their sole discretion (but shall be effective only under no obligation to), approve any increases requested by Borrowers in the specific instance and for amount of the specific purpose for which given. Written notice Aggregate Commitment above Three Hundred Seventy-Five Million Dollars ($375,000,000) without the approval of any other Lender or Lenders (but in no event will any Lender's Commitment be increased without the prior written consent of such Lender) so long as after giving effect to any such proposed increase no Default or Event of Default has occurred and shall be continuing, (b) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan or any fees due hereunder, (c) reduce the rate of interest or fees payable on any Loan (other than interest accruing as provided in Section 3.1(f)), (d) permit any subordination of the principal or interest on any Loan to any other Debt, (e) release any material portion of the Collateral or Security Document (other than (i) upon termination of the Commitments and payment and satisfaction of all Obligations (other than any Obligations that survive the termination of this Agreement pursuant to Section 12.12), (ii) Collateral constituting property being sold or disposed of if Borrowers certify to the Administrative Agent that the sale or disposition is made in compliance with the provisions of this Agreement and the Security Documents, upon which certification the Administrative Agent may conclusively rely in good faith, without further inquiry, or (iii) as specifically permitted in this Agreement or the applicable Security Document), (f) amend the provisions of this Section 12.8 or the definition of Required Lenders, (g) amend the provisions of Section 3.5, (h) change the provisions of Section 2.4(f) so that the percentage of the Commitments allocated to each Lender is changed upon a reduction of the Commitments, or (i) amend the definition of Alternative Currency, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XI shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterCompany; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall (a) increase the Commitment of any Lender, (b) amend or modify any provision of the form of the Construction Loan Agreement attached hereto as Exhibit A with respect to (i) reducing the rate of interest or fees payable on any Construction Loan Advance, (ii) reducing or forgiving the principal amount of any Construction Loan Advance, (iii) extending the originally scheduled time or times of payment of the principal of any Construction Loan Advance or the time or times of payment of interest on any Construction Loan Advance or any fee or commission with respect thereto, (iv) permitting any subordination of the principal or interest on any Construction Loan Advance or (v) releasing any Guarantor from its obligations under the Guaranty Agreement to be effective only executed in connection therewith (other than as specifically permitted or contemplated therein or in the specific instance and for Guaranty Agreement to be executed in connection therewith), (c) release the specific purpose for which given. Written notice Company from the Obligations hereunder, (d) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Company's rights and obligations hereunder or (e) amend the provisions of this Section 9.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”to

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in Section 14.23 or in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall (a) increase the Revolving Credit 77 Commitment or Term Loan Commitment of any Lender or increase the amount of the Loans of any Lender without the prior written consent of such Lender, (b) reduce the fee or the rate of interest payable on any Loan or Reimbursement Obligation without the prior written consent of each Lender affected thereby, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation without the prior written consent of each Lender affected thereby, (d) extend the scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 4.3 or the final maturity date) or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto or the duration of any Interest Period beyond six (6) months without the prior written consent of each Lender affected thereby, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation without the prior written consent of each Lender, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder without the prior written consent of each Lender, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder without the prior written consent of each Lender, (h) release any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 11.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the prior written consent of each Lender, (i) release any Guarantor from its obligations under the Guaranty Agreement without the prior written consent of each Lender, (j) amend the provisions of this Section 14.11 or the definition of Required Lenders without the prior written consent of each Lender or (k) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no amendment, waiver or consent to the provisions of Section 4.4(b)(vi) with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments, or Section 5.5 with respect to the order of application of proceeds shall be made without the written consent of each Lender adversely affected thereby. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII shall be made without the written consent of the Administrative Agent and (b) Article III without the written consent of the Issuing Lender. Notwithstanding anything to the contrary contained in this Agreement, if any Lender does not consent to any amendment, waiver or consent requested by the Notes Borrower, and such amendment, waiver or consent is approved by the other Operative Documents Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent given not more than forty-five (other than 45) days after such approval, require such Lender to assign and delegate, without recourse and in accordance with the Warrants) to the contrary notwithstandingprovisions of Section 14.10(b), changes in or additions to all of its interests, rights and obligations under this Agreement and the other Operative Loan Documents to an assignee that shall assume such obligations (which assignee may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waivedanother Lender, if a Lender accepts such assignment), provided that such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts owing to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or from the Borrower shall obtain consent thereto (in writing from the Required Holders, and shall, in any case, deliver copies case of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(aamounts), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (other than the WarrantsA) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; Except as otherwise provided that (i) without the consent of all Holders of Notesherein, no such consent amendment, modification, termination or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination other Loan Document, or intercreditor agreement relating consent to any Subordinated Debtdeparture by any Loan Party therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by such vote Borrowers and agree to sign such consent or other document as may be necessary to effectuate such alterationRequisite Lenders; provided however, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any no amendment, modification, ---------------- termination, waiver or consent shall be effective only effective, unless in writing and signed by all Lenders, to do any of the specific instance and following: (i) increase any of the Commitments; (ii) reduce the rate of interest on or fees payable with respect to any Loan or Lender Letter of Credit; (iii) extend the scheduled due date for all or any portion of principal of the specific purpose for which given. Written notice Loans or any interest or fees due hereunder; (iv) amend or waive the definition of any waiver the term "Requisite Lenders"; (v) amend or consent effected under waive this subsection shall promptly be delivered by 9.4; (vi) amend the Borrower definition of the term "Borrowing -------------- Base" or any of the associated defined terms used therein; (vii) amend the definition of the term "Available Currency" if the effect of such amendment is to any Holders who did not execute include a new currency therein; (viii) amend or waive the same.”definition of "Maximum Swingline Loan Amount" or the provisions of subsection 2.1(D) relating ---------- ----------------- to the terms of the Swingline Loan; or (ix) amend the provisions of subsection ----------

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for Aggregate Commitment or increase the specific purpose for which given. Written notice amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower's rights and obligations hereunder, (h) amend the provisions of this Section 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XIII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below and as otherwise provided in Section 2.8, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (other than Defaulting Lenders) (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) except as specifically set forth in Section 2.8, increase the specific instance and for amount or extend the specific purpose for which given. Written notice time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.6), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation or reduce the principal amount of any Loan or Reimbursement Obligation, (d) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (e) release any substantial portion of the collateral or any material guarantee obligation (other than as specifically permitted in this Agreement) or (f) amend the provisions of this Section 13.9, the definition of Required Lenders or any provision of any Loan Document which, by its terms, requires the consent, approval or satisfaction of all Lenders or each Lender, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAgents.”

Amendments, Waivers and Consents. Any provision None of this Agreement any other Loan Document or any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated except, in the case of this AgreementAgreement or any other Loan Document, pursuant to an agreement or agreements or a consent or consents in writing entered into by the Borrower, the Notes or the other Operative Documents (other than the Warrants) Manager, to the contrary notwithstandingextent it is a party thereto, changes in or additions to this Agreement the Required Lenders, and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsAgent; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Agent shall have declared, or the Required Lenders shall have requested the Agent to declare, the Loans immediately due and payable pursuant to Article IX; provided, however, that: (i) no such amendment, change, waiver, discharge or termination shall, without the consent of all Holders each Lender affected thereby: (A) extend the Revolving Termination Date (other than in accordance with the procedures sets forth in Section 2.08) or extend or waive the Maturity Date or any payment of Notesthe Loans due thereon; provided that this clause (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), no such consent prior to the time the Agent shall have declared, or waiver the Required Lenders shall be effective have requested the Agent to declare, the Loans immediately due and payable pursuant to Article IX; (B) reduce the amount ofrate, to postpone or extend the date fixed for time of payment, of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees hereunder; (C) reduce or waive the principal amount of any Loan; (including any required redemptionD) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitment of interest payable as PIK Interest rather than as cash interesta Lender over the amount then in effect (it being understood and agreed that a waiver of any Default, to alterManager Default, amend Manager Event of Default or waive Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); (E) release all or substantially all of the Collateral securing the Credit Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by the Borrower in compliance with Section 8.1(a7.05); (F) release any Facility Party from its respective obligations under the Loan Documents and/or the Management Documents; (G) amend, to alter modify or amend the consent mechanism provided for under Section 8.3 or waive any provision of this Section 11.211.03 or reduce any percentage specified in, or to release any material Guarantor from its guaranty hereunder otherwise modify, the definition of Required Lenders; (H) amend or any Guarantymodify or, and (ii) without if applicable, waive the consent effects of the Holder Representativedefinition of “Advance Rate”, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided“Borrowing Base ”, and with the consent of the Persons required“Collateral Deficiency”, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.“Eligible Lease”,

Amendments, Waivers and Consents. Any provision in this Agreement, Neither the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Credit Agreement or any subordination or intercreditor agreement relating other Credit Document, nor the consent to any Subordinated Debtdeparture by Borrower or other Credit Party therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and each such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided that no amendment, waiver or consent effected shall unless in writing and signed by each of the Lenders, do any of the following: (a) increase the Commitments of any Lender or subject any Lender to any additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or the amount or rate of interest on (other than a waiver of default rate interest), any Note or any fees hereunder, (c) extend the Maturity Date or postpone any date fixed for any payment in respect of principal of, or interest on, any Note or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive this Section 14.6, or change the definition of Required Lenders, (f) except as may be otherwise expressly provided in this Agreement, release Borrower or any Guarantor, or (g) except as may be otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit Parties permitted under this subsection Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral; provided, that, no amendment, waiver or consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9) so long as any such amendment, modification or waiver is not adverse to the Borrower. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly be delivered by deliver a copy of any such modification to the Borrower to any Holders who did not execute the sameand each Lender.”

Amendments, Waivers and Consents. Any Subject to Section 2.17 and the last paragraph of this Section 8.5, any provision in of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in or the manner providedsubject of a consent if, and with the consent of the Persons requiredbut only if, under Section 12 of the Warrants. If the Required Holders vote to altersuch amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction is in writing and is signed by each Borrower affected thereby and the Required Banks (and, if the rights or duties of conditions stated therein and any the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, waiver or consent shall be effective only (a) increase or decrease the Tranche A Commitment Amount of any Tranche A Bank, Tranche B Commitment Amount of any Tranche B Bank or the Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation without the specific instance and written consent of, as applicable, such Tranche A Bank, such Tranche B Bank, or such Bank, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder without the written consent of each Bank affected thereby, (c) postpone the final date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the specific purpose termination of the Commitments without the written consent of each Bank affected thereby, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank, (e) change the definition of “Required Banks” or this Section 8.5 without the written consent of each Bank, (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for which giventhe Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement without the written consent of each Bank, or (g) change Section 8.16 without written consent of each Bank directly and adversely affected thereby. Written notice No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or consent effected under this subsection shall promptly be delivered by waiver of the Borrower same or any other right on any further occasion. Notwithstanding anything to any Holders who did not execute the same.”contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time:

Amendments, Waivers and Consents. Any provision in Except as set forth below, -------------------------------- any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject shall: (a) -------- increase -67- the amount or extend the time of the obligation of the Lenders to satisfaction make Loans or issue or participate in Letters of conditions stated therein Credit (including without limitation pursuant to Section 3.7 hereof), (b) extend the originally scheduled time or times of ----------- payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers' rights and obligations hereunder, (g) release any Guarantor, (h) consent to a replacement bank or agree to reduce the Aggregate Commitment in connection with the replacement of a Defaulting Lender under Section 4.6(d) hereof or (i) amend the -------------- provisions of this Section 13.12 or the definition of Required Lenders, without ------------- the prior written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XIII hereof shall be effective only in made without the specific instance ------------ written consent of the Administrative Agent and for (b) Article III hereof without ----------- the specific purpose for which given. Written notice written consent of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameIssuing Lender.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest or any fee on any Loan, Letter of Credit or Reimbursement Obligations, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligations, (d) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (e) extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, (f) release any material portion of the collateral or release any Security Document (other than as specifically permitted in this Agreement or the applicable Security Document), (g) waive any Default or Event of Default with respect to non-compliance with Section 10.5 or (h) amend the provisions of this Section 13.10 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) Fee Letter), or consent to any departure by the contrary notwithstandingBorrowers therefrom, changes shall in or additions to this Agreement any event be effective unless the same shall be in writing and signed by the Borrowers and the other Operative Documents may be madeRequired Lenders (or by the Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders” or “Pro Rata Share” or any 101 other provision of the Loan Documents expressly requiring pro rata treatment of the Lenders; (c) amend this Section 12.05; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or substantially all of the Collateral or contractually subordinate the Obligations in right of payment to any other Indebtedness for borrowed money (except, in each case, as expressly provided in the Loan Documents); or (j) amend any of the provisions of Section 10.05; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this subsection shall promptly be delivered by Agreement or any other Loan Document, (iii) the Borrower Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.05 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any Holders who did not execute provision of this Agreement or any other Loan Document may be entered into without the sameconsent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.05(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document (including, without limitation, SECTION 2.5), any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; PROVIDED that, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtexcept as specifically set forth in SECTION 2.5, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationno amendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to SECTION 3.5), (b) reduce or forgive the specific instance and for the specific purpose for which given. Written notice principal amount of any Loan or Reimbursement Obligation, (c) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan, (d) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (g) terminate or cancel any Guarantee Agreement or release any Guarantor from its obligations under a Guarantee Agreement or (h) amend the provisions of SECTION 13.10(a), this SECTION 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) Fee Letter), or consent to any departure by the contrary notwithstandingBorrowers therefrom, changes shall in or additions to this Agreement any event be effective unless the same shall be in writing and signed by the Borrowers and the other Operative Documents may be madeRequired Lenders (or by the Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected under this subsection shall promptly be delivered shall, unless in writing and signed by the Borrower Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders” or “Pro Rata Share” or any other provision of the Loan Documents expressly requiring pro rata treatment of the Lenders; (c) amend this Section 12.05; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or substantially all of the Collateral or contractually subordinate the Obligations in right of payment to any Holders who did not execute other Indebtedness for borrowed money (except, in each case, as expressly provided in the sameLoan Documents); or (j) amend any of the provisions of Section 10.05; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or 108 EXTEND THE EXPIRATION DATE OF ANY COMMITMENT OF SUCH LENDER, (II) THE LETTER OF CREDIT ISSUER, IN ADDITION TO THE LENDERS REQUIRED ABOVE, TAKE ANY ACTION THAT AFFECTS THE RIGHTS OR DUTIES OF THE LETTER OF CREDIT ISSUER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (III) THE SWINGLINE LENDER, IN ADDITION TO THE LENDERS REQUIRED ABOVE, TAKE ANY ACTION THAT AFFECTS THE RIGHTS OR DUTIES OF THE SWINGLINE LENDER, AND (IV) THE AGENT, IN ADDITION TO THE LENDERS REQUIRED ABOVE, TAKE ANY ACTION THAT AFFECTS THE RIGHTS OR DUTIES OF THE AGENT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. ANYTHING IN THIS SECTION 12.05 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.05(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Requisite Lenders (or by Agent with the consent of the Persons requiredRequisite Lenders) and delivered to Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If Borrowers; provided, that without the Required Holders vote to alterprior written consent of each Lender no amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent shall: (i) increase the Facility Amount, the Revolving Sublimit or the Letter of Credit Sublimit, (ii) postpone the Maturity Date or change the date on which any monthly payment of interest is due; (iii) reduce the Interest Rate payable on any Loan or Letter of Credit Advance, or any Loan Fee; (iv) amend the "Advance Rate" percentage set forth in the chart that is part of Section 3.3; (v) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers' rights and obligations hereunder; (vi) release Guarantor; (vii) release any Collateral or consent to the transfer, pledge, mortgage or assignment of any Collateral, other than as specifically provided in this Agreement; or (viii) amend the provisions of this Section 11.10, the definition of Requisite Lenders or any other provision of this Agreement specifying the number or percentage of Lenders required to (a) amend, waive or otherwise modify any rights of Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders. In addition, no amendment or waiver of the provisions of this Article XI shall be made without the written consent of Agent and no Lender's Commitment may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameincreased without such Lender's consent.”

Amendments, Waivers and Consents. Any provision in this AgreementThis Agreement may be amended, and the Notes observance of any term hereof may be waived (either retroactively or prospectively) with (and only with) the other Operative Documents written consent of the Company and the Required Series A Noteholders (other than the Warrants) or, if prior to the contrary notwithstandingClosing Time, changes Purchasers who have agreed to purchase a majority in aggregate principal amount of the Series A Notes); provided, however, that no such amendment or additions waiver may, without the prior written consent of each Series A Noteholder affected thereby (or each Purchaser if prior to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that Closing Time) (i) without the consent of all Holders of Notessubject any Series A Noteholder to any additional obligation, no such consent or waiver shall be effective to (ii) reduce the amount ofprincipal of (or premium, to if any) or rate of interest on any Series A Note, (iii) postpone the date fixed for the any payment of, the of principal of (including any required redemptionor premium, if any) or interest or Prepayment Premium payable on any Series A Note, (iv) change the percentage of the aggregate principal amount of the Series A Notes the Series A Noteholders of which shall be required to decrease the Interest Rate consent or the Prepayment Premiumtake any other action under this Section 15.04 or any other provision of this Agreement, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, (v) amend or waive compliance with the provisions of (a) Section 8.1(a7.08 following the occurrence of a Change of Control or (b) Sections 7.09 or 8.05 following the maturity at the Company’s obligation to make an Asset Sale Offer and in the case of each of clauses (a) and (b), any of the definitions used in such Sections, (vi) change the time at which any Series A Note may be redeemed, (vii) impair the right of any Series A Noteholder to alter receive payment of principal, premium, if any, and interest on such Series A Noteholder’s Series A Notes on or amend after the consent mechanism provided for under Section 8.3 or this Section 11.2, due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Series A Noteholder’s Series A Notes, (viii) adversely affect the ranking of the Series A Notes, (ix) change the currency in which amounts due under the Series A Notes are payable, (x) release any material Guarantor from its guaranty hereunder Guarantee of the Series A Notes other than in accordance with the terms of this Agreement or (xi) except to the extent permitted or required by the terms of the Subordination Agreement, release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Series A Noteholder. No amendment or waiver of this Agreement will extend to or affect any Guarantyobligation, and (ii) without covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon. Without the consent of any other person, the Holder Representativeapplicable Issuer or Issuers and the Agent may (in its or their respective sole discretion, no such consent or shall, to the extent required by any Basic Document) enter into any amendment or waiver shall be effective of any Basic Document, or enter into any new agreement or instrument, to alter effect the rights granting, perfection, protection, expansion or obligations enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Holder Representative. The provisions Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Warrants Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law. As used herein, the term this “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samesupplemented.”

Amendments, Waivers and Consents. Any provision in this Agreement, Neither the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Credit Agreement or any subordination or intercreditor agreement relating other Credit Document, nor the consent to any Subordinated Debtdeparture by any Borrower or other Credit Party therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders, and each such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided that no amendment, waiver or consent effected shall unless in writing and signed by each of the Lenders, do any of the following: (a) increase the Commitments of any Lender or subject any Lender to any additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or the amount or rate of interest on (other than a waiver of default rate interest), any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (c) extend the Maturity Date or postpone any date fixed for any payment in respect of principal of, or interest on, any Note or any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Commitments, or any minimum requirement necessary for the Lenders or the Required Lenders to take any action hereunder, (e) amend or waive this Section 14.6, or change the definition of Required Lenders, (f) release any Borrower or Guarantor, (g) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit Parties permitted under this subsection Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral or (h) increase the advance rates in the definition of "Applicable 122 Inventory Percentage", "U.S. Borrowing Base" or "Canadian Borrowing Base" such that more credit would be available to the Borrowers; provided, however, that the foregoing shall not prevent the Administrative Agent from increasing the advance rates of the "U.S. Borrowing Base" or "Canadian Borrowing Base" or the "Applicable Inventory Percentage" which had been lowered by the Administrative Agent back to the levels as in effect on the Closing Date or to intermediate levels, subject to the limitation set forth in the definition of Applicable Inventory Percentage; and provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agents or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Agents and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the Borrowers shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9) so long as any such amendment, modification or waiver is not adverse to the Borrowers. In addition, the Borrowers and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the manner requested by the Borrowers, the Agents or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly be delivered by deliver a copy of any such modification to the Borrower to any Holders who did not execute the sameBorrowers and each Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in the Credit Agreement or any other Loan Document (including, without limitation, Section 2.9), any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under in the case of an amendment, signed by the Borrower; provided that, except as specifically set forth in Section 12 of the Warrants. If the Required Holders vote to alter2.9, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtno amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase (i) the specific instance and for the specific purpose for which given. Written notice Commitment of any Lender, (ii) the Alternative Currency Commitment or (iii) the Swingline Commitment, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, (h) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (i) release any Collateral the fair market value of which exceeds $1,000,000 or release any Security Document (other than asset sales permitted pursuant to Section 10.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), (j) amend the definition of Alternative Currency, (k) amend the provisions of this Section 13.11 or the definition of Required Lenders, (l) extend the time of the obligation of the Lenders to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender or (m) amend or waive the provisions of Section 2.7(b). In addition, no amendment, waiver or consent effected under this subsection to the provisions (a) of Article XII shall promptly be delivered by made without the Borrower written consent of the Administrative Agent, (b) of Article III shall be made without the written consent of the Issuing Lender, (c) relating to any Holders who did not execute Swingline Loans or the sameSwingline Facility shall be made without the written consent of the Swingline Lender and (d) relating to Alternative Currency Loans or the Alternative Currency Facility shall be made without the written consent of the Alternative Currency Lender.”

Amendments, Waivers and Consents. Any provision in Neither this Agreement, Credit Agreement nor any other Credit Document nor any of the Notes terms hereof or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents thereof may be madeamended, and compliance with any covenant or provision set forth herein or therein may be omitted or changed, waived, if the Borrower shall obtain consent thereto discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing from signed by the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsLenders; provided that (i) no such amendment, change, waiver, discharge or termination shall, without the consent of all Holders each Lender, (a) extend the scheduled maturities (including the final maturity) or any Principal Amortization Payments of Notesany Loan, no such consent or waiver shall be effective to any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal amount thereof, or (other than as contemplated pursuant to Section 9.1(f) hereof) increase the Commitments of the Lenders or any individual Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (b) release all or substantially all of the Collateral securing the Credit Party Obligations hereunder, (c) release the Borrower or substantially all of the other Credit Parties from its obligations under the Credit Documents, (d) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 3.9, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 6.2, 10.1(a), 12.2, 12.3 or 12.5 hereof, (e) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or (f) allow the assignment or transfer by the Borrower (or another Credit Party) of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted by Section 9.4 hereof. No amendment, change, waiver, discharge or termination shall, without the consent of Lenders holding in the aggregate at least 51% of the outstanding Tranche A Term Loans, extend the time for, or the amount or the manner of application of proceeds of, to postpone the date fixed for the payment ofany mandatory prepayment required by Section 3.2(b)(ii), the principal of (including any required redemptioniii) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion (iv). No provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) 11 may be amended without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any provision Neither this Credit Agreement nor -------------------------------- any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreementwriting entered into by, or approved in writing by, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Required Lenders and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or WarrantsBorrower; provided that (i) no such amendment, -------- change, waiver, discharge or termination shall, without the consent of all Holders each Lender, (i) extend the final maturity of Notesany Loan, no such consent or waiver shall be effective to any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal amount thereof, or increase the Commitments of the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the Revolving Committed Amount shall not constitute an extension of the maturity of any Loan, or any portion thereof, or a change in the terms of any Commitment of any Lender), (ii) except as contemplated by Section 11.16, including as the result of or in connection with a dissolution, merger or disposition of a Consolidated Subsidiary permitted by Section 8.3(a), Section 8.3(b) or Section 8.3(c), release or subordinate the Lien of the Agent in all or substantially all of the Collateral or release all or substantially all of the Guarantors from the guaranty obligations hereunder, (iii) amend, modify or waive any provision of this Section or Section 3.6, 3.10, 3.11, 3.12, 3.13, 5.1, 5.2, 9.1(a), 9.1(f), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment or transfer by the Borrower (or any Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents to which it is a party; provided, to postpone further, that, upon the date fixed for -------- ------- occurrence and during the payment continuance of an Event of Default, the Required Lenders may (with notice to, but without the consent of, the principal of (including any required redemptionBorrower) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under order in which payments are allocated pursuant to Section 8.3 or this 3.14(ii)(b) FIRST through SIXTH. No provision of Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) 2.2 may be amended without the consent of the Holder RepresentativeIssuing Lender, no such consent or waiver shall be effective to alter the rights or obligations provision of the Holder Representative. The provisions of the Warrants Section 2.3 may be amended or waived in the manner provided, and with without the consent of the Persons required, under Swingline Lender and no provision of Section 12 10 may be amended without the consent of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any provision (a) Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (i) increase the specific instance and for the specific purpose for which given. Written notice Commitment of any Lender, (ii) reduce the rate of interest or fees payable on any Term Loan, (iii) reduce or forgive the principal amount of 79 85 any Term Loan, (iv) extend the originally scheduled time or times of payment of the principal of any Term Loan or the time or times of payment of interest on any Term Loan or any fee or commission with respect thereto, (v) permit any subordination of the principal or interest on any Term Loan, (vi) release the Borrower from the Obligations hereunder, (vii) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement), (viii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (ix) release all or any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 9.5 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) or (x) amend the provisions of this Section 12.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XI shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision in Renewal. Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders upon request of the Co-Borrowers, and any consent given by the Lenders in response to a request by the Co-Borrowers, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterCo-Borrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for amount or extend the specific purpose for which given. Written notice time of the obligation of the Lenders to make Loans, (b) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan, (c) reduce the rate of interest or fees payable on any Loan, (d) permit any subordination of the principal or interest on any Loan, (e) amend the provisions of this Section 12.10 or the definition of Required Lenders, (f) increase the Swingline Commitment, the Aggregate Commitment, or the Aggregate Revolver Loan Commitments, or (g) release any Guarantor or amend the provisions of Section 7.12 (but with a waiver of, or consent to departure from, the provisions of Section 7.12 as it pertains to any Material Subsidiary not organized under the laws of one of the United States to require only the approval of the Required Lenders) , without the prior written consent of each Lender bound thereby. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XI shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision Neither this Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreementwriting signed by the Required Lenders, provided that no such amendment, change, waiver, -------- discharge or termination shall, without the Notes consent of each Lender, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Revolving Loan or LOC Obligation, or any portion thereof, or reduce the other Operative Documents rate or extend the time of payment of interest (other than as a result of waiving the Warrantsapplicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (ii) except as otherwise permitted by Section 8.18, release any Guarantor from its obligations under the Guaranty Agreement, (iii) amend, modify or waive any provision of this Section or Section 3.05, 3.07, 4.02, 4.03, 4.04, 4.05, 10.01(a) or (b), (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the contrary notwithstanding, changes in assignment or additions to transfer by the Borrower of any of its rights and obligations under this Agreement and the other Operative Documents Credit Documents. No provision of Section 2.02 may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) waived without the consent of the Holder Representative, Swingline Lender and no such consent or waiver shall be effective to alter the rights or obligations provision of the Holder Representative. The provisions of the Warrants Article XI may be amended or waived in the manner provided, and with without the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (other than a) in the Warrants) case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the contrary notwithstandingFive-Year Credit Agreement will be made effective thereunder contemporaneously, changes such amendment, waiver or consent is in writing signed by the Required Lenders (or additions by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Operative Documents may be madeLoan Documents, and compliance with any covenant such amendment, waiver or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that Agreement Lenders (i) without or by the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and Administrative Agent with the consent of the Persons requiredRequired Agreement Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterCredit Parties; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtin each case, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationthat: (a) no amendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.6), (iii) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and (b) no amendment, waiver or consent effected under this subsection to the provisions of (i) Article XIII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the same.”Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby. 56 <PAGE> 57 SECTION 14.12

Amendments, Waivers and Consents. Any Except as otherwise set forth in this Agreement, the provisions of (a) this Agreement may not be modified, amended, restated or supplemented, except by a written instrument duly executed and delivered on behalf of the Borrowers, Guarantors and Requisite Lenders, and (b) the Notes and all Loan Documents other than this Agreement may not be modified, amended, restated or supplemented, except by a written instrument duly executed and delivered on behalf of each Borrower and Guarantor, to the extent that such Borrower or Guarantor is a signatory party to such Note or such Loan Document, and on behalf of the Administrative Agent, with the written consent of Requisite Lenders. Notwithstanding anything to the contrary herein, the Administrative Agent and Requisite Lenders may modify, amend, restate, supplement or waive any provision of Article 12 without the consent of the Borrowers and Guarantors provided that it does not affect the rights of the Borrowers and Guarantors. . Except as otherwise set forth in this Agreement, any waiver of the terms and conditions of this Agreement, the Notes, or the other Loan Documents, or any waiver of any Default or Event of Default and its consequences hereunder or thereunder, and any consent or approval required or permitted by this Agreement, the Notes, or the other Loan Documents to be given by the Lenders, may be made or given with, but only with, the written consent of Requisite Lenders on such terms and conditions as specified in the written instrument granting such waiver, consent or approval. A waiver, to be effective, must be in writing and signed by the party making the waiver. . In the case of any waiver, the Borrowers, the Guarantors, the Lenders and the Administrative Agent shall be restored to their former positions and rights under this Agreement, the Notes, or the other Loan Documents to the extent of such waiver, and any Default or Event of Default waived shall be deemed to be cured and not continued; provided, however, that no waiver shall constitute the waiver of any subsequent or other Default or Event of Default or impair any right consequent thereon. No failure or delay on the part of the Administrative Agent or any Lender to exercise or enforce any right or remedy under or in connection with this Agreement, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstandingLoan Documents, changes in or additions to this Agreement and the other Operative Documents may be madewhether by their respective terms, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shallat law, in equity or otherwise, shall operate as a waiver thereof. No single or partial exercise of any case, deliver copies such right or remedy shall preclude other or further exercise thereof or the exercise of such consent any other right or remedy. . Without in writing to all other Holders of Notes and/or Warrants; provided that (i) without each instance the prior express written consent of the Administrative Agent and all Holders of Notesthe Lenders, no such consent or waiver shall be effective to reduce the amount ofmodification, to postpone the date fixed for the payment ofamendment, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Noterestatement, to decrease the Interest Rate or the Prepayment Premiumsupplement, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”shall:

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be made, amended or waived by the Lenders and compliance with any covenant or provision set forth herein or therein consent may be omitted given by the Lenders, if, but only if, such amendment, waiver or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required Holders, Lenders (or by the Administrative Agent with the consent of the Required Lenders) and shalldelivered to the Administrative Agent and, in any casethe case of an amendment, deliver copies of such consent in writing to all other Holders of Notes and/or Warrantssigned by the Borrowers; provided that (i) no amendment, waiver or consent shall, without the consent of all Holders of Noteseach Lender affected thereby, no such consent or waiver shall be effective to reduce (a) increase the amount ofof any Lender’s Commitment or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, to postpone (b) extend the date fixed for the originally scheduled time or times of payment of, of the principal of (including any required redemption) Loan or Reimbursement Obligation or the time or times of payment of interest or Prepayment Premium fees on any Loan or Reimbursement Obligation (except as expressly contemplated by Sections 2.7 or 2.8), (c) reduce the rate of interest or fees payable on any Note, to decrease the Interest Rate Loan or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather Reimbursement Obligation (other than as cash interesta result of (x) waiving the applicability of any post-default increases in interest rates or (y) an amendment approved by the Required Lenders as set forth in the definition of “Applicable Percentage” following the withdrawal by S&P and/or Xxxxx’x of an Applicable Rating) (d) reduce the principal amount of any Loan or Reimbursement Obligation, to alter(e) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder, amend or waive compliance with Section 8.1(a), to alter or amend (f) release the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor Company from its guaranty hereunder or any Guaranty(g) amend the provisions of this Section or the percentage set forth in the definition of Required Lenders. In addition, and no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent, (ii) Section 2.6 shall be made without the consent of the Holder Representative, no such consent or waiver Swingline Lender and (iii) Article III shall be effective to alter made without the rights or obligations written consent of each Issuing Lender. Notwithstanding the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with fact that the consent of all the Persons requiredLenders is required in certain circumstances as set forth above, under (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 12 1126(c) of the Warrants. If Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Holders vote Lenders may consent to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating allow a Borrower to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only use cash collateral in the specific instance and for the specific purpose for which givencontext of a bankruptcy or insolvency proceeding. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the same.”104

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be made, amended or waived by the Lenders and compliance with any covenant or provision set forth herein or therein consent may be omitted given by the Lenders, if, but only if, such amendment, waiver or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required HoldersLenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, and in the case of an amendment, signed by the Borrowers; PROVIDED, that no amendment, waiver or consent shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Noteseach Lender affected thereby, no such consent or waiver shall be effective to reduce (a) increase the amount ofof any Lender's Commitment or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, to postpone (b) extend the date fixed for the originally scheduled time or times of payment of, of the principal of (including any required redemption) Loan or Reimbursement Obligation or the time or times of payment of interest or Prepayment Premium fees on any Loan or Reimbursement Obligation (except as expressly contemplated by Sections 2.7 or 2.8), (c) reduce the rate of interest or fees payable on any Note, to decrease the Interest Rate Loan or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather Reimbursement Obligation (other than as cash interesta result of (x) waiving the applicability of any post-default increases in interest rates or (y) an amendment approved by the Required Lenders as set forth in the definition of "Applicable Percentage" following the withdrawal by S&P and/or Moody's of an Applicable Rating) (d) reduce the principal amount of anx Xxxx or Reimbursement Obligation, to alter(e) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers' rights and obligations hereunder, amend or waive compliance with Section 8.1(a), to alter or amend (f) release the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor Company from its guaranty hereunder or any Guaranty(g) amend the provisions of this Section 13.11 or the percentage set forth in the definition of Required Lenders. In addition, and no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent, (ii) Section 2.6 shall be made without the consent of the Holder Representative, no such consent or waiver Swingline Lender and (iii) Article III shall be effective to alter made without the rights or obligations written consent of each Issuing Lender. Notwithstanding the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with fact that the consent of all the Persons requiredLenders is required in certain circumstances as set forth above, under (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the 101 provisions of Section 12 1126(c) of the Warrants. If Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Holders vote Lenders may consent to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating allow a Borrower to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only use cash collateral in the specific instance and for the specific purpose for which given. Written notice context of any waiver a bankruptcy or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameinsolvency proceeding.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationno amendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall (a) reduce the rate of or forgive any interest or fees payable on any Loan other than fees to the Administrative Agent or the Lead Arranger (provided that only the consent of the Required Lenders shall be effective only in required to waive the specific instance and for the specific purpose for which given. Written notice applicability of any post-default increase in interest rates), (b) reduce or forgive the principal amount of any Loan, (c) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan or any fee or commission with respect thereto, (d) permit any subordination of the principal or interest on any Loan, (e) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower’s rights and obligations hereunder, (g) amend the provisions of this Section 10.10 or the definition of Required Lenders or (h) change or waive any provision of this Agreement or any other Loan Document requiring pro rata treatment of the Lenders, including, without limitation, Section 3.5 or 3.6, in each case without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article IX or to the other rights and duties of the Administrative Agent hereunder shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, and only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Parent, on behalf of the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted in this Agreement) of any of the Borrowers' rights and obligations hereunder, (g) release any material portion of the Collateral or release any Security Document (other than as specifically permitted in this Agreement or the applicable Security Document) or (h) amend the provisions of this Section 14.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XIII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III shall be made without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Agent with the consent of the Required Lenders) and delivered to the Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder, or (g) amend the Notes provisions of this Section 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent of or to the provisions of (a) Article XII shall be made without the written consent of the Agent and (b) Article III shall be made without the written consent of the Issuing Lender. No course of dealing between the any Lender and the Borrowers shall be effective to amend, modify, change any provision of this Agreement or the other Operative Documents (other than Loan Documents. The Lenders shall have the Warrants) right at all times to enforce the contrary notwithstanding, changes in or additions to provisions of this Agreement and the other Operative Loan Documents may in strict accordance with the provisions hereof and thereof, notwithstanding any conduct or custom on the part of the Lenders in refraining from doing so at any time or times. The failure of the Lenders at any time or times to enforce their rights under such provisions, strictly in accordance with the same, shall not be made, and compliance with construed as having created a custom in any covenant way or provision set forth herein manner contrary to this Agreement or therein may be omitted the other Loan Documents or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shallas having, in any caseway or manner, deliver copies of such consent modified or waived the same. This Agreement and the other Loan Documents may not be modified or amended except by an agreement in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered signed by the Borrower to any Holders who did not execute Lender and the sameBorrowers.”

Amendments, Waivers and Consents. Any For the purposes of this Agreement and all agreements, documents and instruments executed pursuant hereto, except as otherwise specifically set forth herein or therein, no course of dealing between any Interested Party and the Investors and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision in this Agreementhereof or thereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision; provided, the Notes however, that except as otherwise provided herein or the other Operative Documents (other than the Warrants) to the contrary notwithstandingtherein, changes in or additions to to, and any consents required by this Agreement and the other Operative Documents may be made, and compliance with any covenant term, covenant, condition or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain waived (either generally or in a particular instance and either retroactively or prospectively) only by a consent thereto or consents in writing from signed by Investors holding a majority of the Required Holdersoutstanding shares of Preferred Stock and the Company. Unless otherwise specifically stated herein, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without action by the consent of all Holders of Notes, no such consent or waiver Investors hereunder shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without require the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations holders of a majority of the Holder Representative. The provisions outstanding shares of the Warrants may be amended Preferred Stock; provided, however, that any action that would result in any Investor receiving a benefit or waived payment disproportionate to their interest in the manner providedPreferred Stock or Warrants, and with respectively, shall require the consent of the Persons requiredother Investor or Investors, under Section 12 and any action that would result in any Investor or Investors receiving a burden or liability disproportionate to their interest in the Preferred Stock or the Warrants shall require the consent of such disproportionately burdened Investor or Investors (in each case with such benefits, burdens and liabilities being determined without regard to the individual tax or financial position of each of the WarrantsInvestors); and provided further, that any amendment that would change or alter the mandatory redemption date, the dividend rate, the dividend rate in event of a breach, or the redemption terms of the Preferred Stock shall require the unanimous consent of the Investors; and provided further, that any amendment to Sections 6.4 or 6.11 shall require the consent of Investors holding eighty percent (80%) of the outstanding shares of Preferred Stock; and provided further, that any amendment requiring the consent of the Senior Lender or the Trustee under the Indenture under the Standstill Agreement shall not be effective unless such consent has been obtained. If Any amendment or waiver effected in accordance with this paragraph shall be binding upon the Required Holders vote to alterInvestors, amend or waive compliance with all other holders of any securities governed by this Agreement at the Intercreditor Agreement or any subordination or intercreditor agreement relating time outstanding (including securities into which such securities have been converted) and each future holder of all such securities and the Interested Parties. With respect to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such action hereunder requiring the consent or other document as may be necessary approval of the Investors, if the Preferred Stock has been redeemed in full for any reason, such action shall then require the consent or approval of Investors that held, immediately prior to effectuate such alterationredemption, amendment at least that percentage of the outstanding shares of Preferred Stock that would otherwise have been required to secure the consent or waiver. Any waiver or consent may be given subject to satisfaction approval of conditions stated therein and any waiver or consent shall be effective only in such action under the specific instance and for the specific purpose for which given. Written notice terms of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgreement.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document (including, without limitation, Section 2.8), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that except as specifically set forth in Section 2.8, no amendment, waiver or consent shall (a) increase the Revolving Credit Commitment or Term Loan Commitment of any Lender, (b) reduce the Revolving Credit Commitment Percentage, the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment or prepayment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation (including, without limitation, the date of any principal amortization payment set forth in Section 4.3 or the final maturity date) or any fee or commission with respect thereto (including any waiver of a payment default), (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (h) release any Guarantor or material portion of the Notes Collateral or the other Operative Documents release any Security Document (other than the Warrants) asset sales permitted pursuant to the contrary notwithstanding, changes Section 11.5 and as otherwise specifically permitted or contemplated in or additions to this Agreement and (including, without limitation, Section 5.12(b)) or the other Operative Documents may be madeapplicable Security Document) or (i) amend the provisions of this Section 14.11 or the definition of Required Lenders, and compliance with any covenant in each case, without the prior written consent of each Lender or provision set forth herein (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or therein may be omitted issue or waived, if the Borrower shall obtain consent thereto participate in writing from the Required Holders, and shallLetters of Credit, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the written consent of all Holders of Noteseach Lender holding Revolving Credit Loans or a Revolving Credit Commitment. In addition, no such amendment, waiver or consent to the provisions of Section 4.4(b)(vii) with respect to the order of application of amounts prepaid, Section 5.4 with respect to the pro rata treatment of payments, or waiver Section 5.5 with respect to the order of application of proceeds shall be effective made without the written consent of each Lender adversely affected thereby. In addition, no amendment, waiver or consent to reduce the amount of, to postpone the date fixed for the payment of, the principal provisions of (including any required redemptiona) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) Article XIII shall be made without the written consent of the Holder Representative, no such consent or waiver shall be effective to alter Administrative Agent and (b) Article III without the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the written consent of the Persons required, under Section 12 of Issuing Lender and the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) Fee Letter), or consent to any departure by Borrowers therefrom, shall in any event be effective unless the contrary notwithstanding, changes same shall be in or additions to this Agreement writing and signed by Borrowers and the other Operative Documents may be madeRequired Lenders (or by Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected shall, unless in writing and signed by Borrowerx xxx xxx the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any other Loan Document (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents as in effect on the Closing Date); (i) subordinate any of Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents as in effect on the Closing Date) or subordinate the Obligations to any other Indebtedness for borrowed money; (j) amend any of the provisions of Section 10.5 or amend, modify or waive any provision of the Loan Documents requiring pro rata treatment of the Lenders; or (k) increase any advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of Agent to add, remove, reduce or increase reserves against the Borrowing Base in accordance with Section 2.1(b)); provided further that no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base, or the Eligible Credit Card Receivables, Eligible Receivables or Eligible Inventory in accordance with Section 2.1(b)) to the extent that any such change results in more credit being available to Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase the amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this subsection shall promptly be delivered by Agreement or any other Loan Document, (iii) the Borrower Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any Holders who did not execute provision of this Agreement or any other Loan Document may be entered into without the sameconsent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision (a) Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, that no amendment, waiver or consent shall, without the consent of each Lender affected thereby, (a) except as expressly contemplated in Section 2.9 and Section 2.10, increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation or (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement, ) of any of the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Credit Parties’ rights and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrantsobligations hereunder; provided that further, no amendment, waiver or consent shall (i1) without the consent of all Holders of Noteseach Lender, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemptionA) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder other than upon the disposition by the Parent Borrower of its interest in such Guarantor, or upon the dissolution or liquidation of such Guarantor, in each case in accordance with the terms of this Agreement or (B) amend the provisions of this Section or the definition of “Required Lenders”, or (C) change any Guarantyprovision in this Agreement in a manner that would alter the pro rata sharing of payments required thereby, and if any, (ii2) without the consent of each Revolving A Lender, amend the Holder Representativedefinition of “Required Revolving A Lenders” or “Revolving A Optional Currency”, (3) without the consent of each Revolving B Lender, amend the definition of “Required Revolving B Lenders” or “Revolving B Optional Currency” and (4) without the consent of each Lender and the Administrative Agent, (A) amend the definition of “Optional Currency”, or (B) amend the provisions of Section 2.11.1(a) or Section 2.11.3. In addition, no such amendment, waiver or consent to the provisions of (i) Article XII or waiver Section 13.1.3 shall be effective to alter made without the rights or obligations written consent of the Holder Representative. The provisions Administrative Agent, (ii) Article III shall be made without the written consent of each Issuing Lender and (iii) Section 2.6 shall be made without the written consent of the Warrants Swingline Lender, and provided further that if any amendment, modification, waiver or consent would adversely affect the Revolving A Lenders relative to the Revolving B Lenders or vice versa, then such amendment, modification, waiver or consent shall require the written consent of the Required Revolving A Lenders or Required Revolving B Lenders, as the case may be. Notwithstanding anything to the contrary herein, no Defaulting 113 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, the Required Lenders, or each affected Lender may be amended or waived in the manner provided, and effected with the consent of the Persons requiredapplicable Lenders other than Defaulting Lenders), under Section 12 except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or consent of such Lender and (y) any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationwaiver, amendment or waiver. Any waiver modification requiring the consent of all Lenders, the Required Lenders, or each affected Lender that by its terms affects any Defaulting Lender more adversely than other requisite affected Lenders shall require the consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samesuch Defaulting Lender.”

Amendments, Waivers and Consents. Any provision (A) Except as otherwise provided herein or in this Agreement, the Notes or any of the other Operative Documents (other than the Warrants) to the contrary notwithstandingLoan Documents, changes in no amendment, modification, termination or additions to waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and the other Operative Documents may be madesigned by Requisite Lenders (or, and compliance with any covenant or provision Administrative Agent, if expressly set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all the other Holders of Notes and/or WarrantsLoan Documents) and the applicable Loan Party; provided that (i) without the consent of all Holders of Noteshowever, no such consent or waiver shall be effective to reduce the amount ofamendment, to postpone the date fixed for the payment ofmodification, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Notetermination, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only effective, unless in writing and signed by all Lenders, to do any of the specific instance and following: (i) increase any of the Commitments; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Letter of Credit; (iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the specific purpose Loans or any interest or fees due hereunder; (iv) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for which given. Written notice Lenders to take any action hereunder; (v) amend or waive this subsection 9.4 or the definitions of the terms used in this subsection 9.4 insofar as the definitions affect the substance of this subsection 9.4; (vi) amend the definition of Borrowing Base; (vii) release Collateral (except if the sale, disposition or release of such Collateral is permitted under subsection 7.3 or subsection 9.1 or under any other Loan Document); or (viii) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agents under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agents, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender or future Lender and, if signed by a Loan Party, on such Loan Party. Notwithstanding anything to the contrary contained herein, the Term Loan C Lenders shall not have any voting rights under this subsection shall promptly be delivered by the Borrower Agreement or any other Loan Document except as follows: no amendment, modification, termination, waiver or consent with respect to any Holders who did not execute Loan Document shall be effective to do any of the samefollowing unless such amendment, modification, termination, waiver or consent is in writing and signed by all Term Loan C Lenders: (i) increase the Term Loan C Commitments, (ii) reduce the principal of or the rate of interest or fees on Term Loan C, (iii) extend the Termination Date or the scheduled due date for payment of all or any portion of principal, interest or fees on Term Loan C, (iv) amend or waive this last sentence of this subsection 9.4 or the definitions of the terms used in this last sentence of this subsection 9.4, (v) amend or waive subsection 2.1A(3) or the definitions of the terms used in subsection 2.1A(3) in respect of Term Loan C in an way adverse to the Term Loan C Lenders, including, without limitation, the definition of "Scheduled Installment" or (vi) amend or waive subsection 9.5(A)(a) or 9.5(A)(c)(i) or any of the definitions of the terms used in subsection 9.5(A)(a) or 9.5(A)(b)(ii) in respect of Term Loan C in any way adverse to the Term Loan C Lenders.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document (including, without limitation, Section 2.9), any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under in the case of an amendment, signed by the Borrowers; provided that, except as specifically set forth in Section 12 of the Warrants. If the Required Holders vote to alter2.9, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtno amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for the specific purpose for which given. Written notice Revolving Credit Commitment of any Lender, the Term Loan Commitment of any Lender or the amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation (including, without limitation, the Revolving Credit Maturity Date and the Term Loan Maturity Date) or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) release the Domestic Borrower from its Obligations under the Domestic Borrower Guaranty Agreement, (h) release any Material Subsidiary from its Obligations under the Subsidiary Guaranty Agreement, (i) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the rights and obligations of any Borrower hereunder, (j) release any material portion of any collateral or release any applicable security document (other than asset sales permitted pursuant to Section 11.5 and as otherwise specifically permitted or contemplated in this Agreement or any applicable security document), (k) amend the definition of Alternative Currency, (l) amend the provisions of this Section 15.11 or the definition of Required Lenders or (m) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender (other than with respect to clause (m) above, in which case consent rights shall apply only to each Lender holding Revolving Credit Loans or a Revolving Credit Commitment). In addition, no amendment, waiver or consent effected under to the provisions of (a) Article XIV shall be made without the written consent of the Agents, (b) Article III without the written consent of the Issuing Lender, (c) any provision of this subsection Agreement relating to Swingline Loans or the Swingline Facility without the written consent of the Swingline Lender and (d) any provision of this Agreement relating to Alternative Currency Loans or the Alternative Currency Facility without the written consent of the Alternative Currency Lender. Furthermore, the Borrowers shall promptly be delivered by forward any request for any amendment, waiver or consent to the Borrower to any Holders who did not execute the sameAgents.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) Fee Letter), or consent to any departure by Borrowers therefrom, shall in any event be effective unless the contrary notwithstanding, changes same shall be in or additions to this Agreement writing and signed by Borrower Agent on behalf of each Borrower and/or other Loan Party party thereto and the other Operative Documents may be madeRequired Lenders (or by Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected shall, unless in writing and signed by Borrower Agent on behalf of each Borrower and/or other Loan Party party thereto and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, “Super Majority Lenders”, “Alternate Currency” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date (except as provided in 2.13(a) hereof); (g) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any other Loan Document (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of Agent’s Liens on any ABL Priority Collateral or on all or substantially all of the other Collateral (except as expressly provided in the Loan Documents); (j) amend any of the provisions of Section 10.5; or (k) increase any advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of Agent to add, remove, reduce or increase reserves against the Borrowing Base in accordance with Section 2.1(b)); provided further that no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, Alternate Currency, the Borrowing Base, the Eligible Inventory, or the Eligible Receivables in accordance with Section 2.1(b)) or amend, waive, consent to or change the limit on Alternate Currency Borrowings in Section 2.1(a), to the extent that any such change results in more credit being available to Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase the amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this subsection shall promptly be delivered by Agreement or any other Loan Document, (iii) the Borrower Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any Holders who did not execute provision of this Agreement or any other Loan Document may be entered into without the sameconsent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent No amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination other Loan Document, or intercreditor agreement relating consent to any Subordinated Debtdeparture by the Borrower therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by the Borrower and the Required Lenders (or by the Agent on their behalf) without taking into account the Commitments or Loans held by Defaulting Lenders, and then such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected under this subsection shall promptly be delivered shall, unless in writing and signed by the Borrower and all the Lenders (other than any Defaulting Lender), do any of the following at any time: (a) change the number of Lenders that shall be required for the Lenders or any of them to take any Holders who did not execute action hereunder; (b) amend the samedefinition of “Required Lenders”; (c) amend this Section 11.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or any fees or other amounts payable hereunder; or (e) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, and (ii) the Agent, in addition to the Lenders required above, to take any such action that affects the rights or duties of the Agent under this Agreement or any other Loan Document.”

Amendments, Waivers and Consents. Any provision Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreementwriting entered into by, or approved in writing by, the Notes Required Lenders, provided that no such amendment, change, waiver, discharge or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and termination shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders each Lender, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of Notesany Loan, no such consent or waiver shall be effective to any portion thereof, or reduce the amount of, to postpone rate or extend the date fixed for time of payment of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal of (including any required redemption) amount thereof, or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitments of interest payable as PIK Interest rather than as cash interest, to alter, amend the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or waive compliance with Section 8.1(aEvent of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Lender), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to (ii) release any material Guarantor from its guaranty obligations hereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any Guarantyprovision of this Section or Section 3.6, 3.10, 3.11, 3.12, 3.13, 5.1, 5.2, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or (v) consent to the assignment or transfer by the Borrower (or Guarantor) of any of its rights and obligations under (iior in respect of) this Credit Agreement. No provision of Section 2.2 may be amended without the consent of the Holder RepresentativeIssuing Lender, and no such consent or waiver shall be effective to alter the rights or obligations provision of the Holder Representative. The provisions of the Warrants Section 9 may be amended or waived in the manner provided, and with without the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, -------------------------------- any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) -------- increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Company's or Borrowers' rights and obligations hereunder, (g) release any material portion of the Collateral or release any Security Document or any Guarantor (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document) or (h) amend the provisions of this Section 15.11, Section 9.14, the definition of Required Lenders or the definition of Borrowing Base, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XIII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document , any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated pursuant to Section 2.8), (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (g) release any Guarantor from its obligations under the Guaranty Agreement (other than as specifically permitted or contemplated in this Agreement or the Guaranty Agreement) or (h) amend the provisions of this Section 13.11 or the definition of Required Lenders, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAgents and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below and in Section 2.8 or as specifically provided in any other Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein Borrower and any Subsidiary party thereto; provided, that no amendment, waiver or consent shall be effective only in (a) increase the specific instance and for Aggregate Commitment or increase the specific purpose for which given. Written notice amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower’s rights and obligations hereunder, (h) release any material portion of the Collateral or release the Pledge Agreement or any other Loan Document (other than asset sales permitted pursuant to Section 10.6 and as otherwise specifically permitted or contemplated in this Agreement or the applicable Loan Document), (i) amend the provisions of this Section 13.11 or the definition of Required Lenders, or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent, and (b) Article III shall be made without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision in Neither this Agreement, Credit Agreement nor any other Credit Document nor any of the Notes terms hereof or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents thereof may be madeamended, and compliance with any covenant or provision set forth herein or therein may be omitted or changed, waived, if the Borrower shall obtain consent thereto discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing from signed by the Required HoldersLenders, and provided that no such amendment, change, waiver, discharge or termination shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders each Lender affected thereby, (i) extend the scheduled maturities (including the final maturity and any mandatory scheduled prepayments) of Notesany Loan, no such consent or waiver shall be effective to any portion thereof, or reduce the amount of, to postpone rate or extend the date fixed for time of payment of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal of (including any required redemption) amount thereof, or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitments of interest payable as PIK Interest rather than as cash interest, to alter, amend the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or waive compliance with Section 8.1(aEvent of Default shall not constitute a change in the terms of any Commitment of any Lender), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to (ii) release any material Guarantor from its guaranty hereunder obligations hereunder, (iii) amend, modify or waive any provision of this Section or Section 3.5, 3.11, 3.12, 3.13, 3.14, 5.1, 5,2, 9.1(a), 11.2, 11.3, or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (v) consent to the assignment or transfer by any Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) this Credit Agreement or (vi) release all or any Guaranty, and (ii) substantial part of any collateral. No provision of Section 10 may be amended without the consent of the Holder RepresentativeAdministrative Agent. Notwithstanding the above, no the right to deliver a Payment Blockage Notice (as defined in the Indenture) shall reside solely with the Administrative Agent and the Administrative Agent shall deliver such consent or waiver shall be effective to alter Payment Blockage Notice only upon the rights or obligations direction of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameLenders.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterCredit Parties; provided that no amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall (a) increase the amount or extend the time of the obligation of the Lenders to make Loans (including, without limitation, pursuant to Section 2.7), (b) except as specifically set forth in Section 2.7 hereof, extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan, (c) reduce the rate of interest or fees payable on any Loan, (d) permit any subordination of the principal or interest on any Loan, (e) release any Collateral (other than as specifically provided in this Section 13.12) or Security Document (other than as specifically permitted in this Agreement or the applicable Security Document), (f) reduce the "Guaranteed Obligations" as defined in Section 10.1 or release the Guarantor from its obligations under Article X, (g) amend the provisions of this Section 13.12 or the definition of Required Lenders or (h) amend the definition of Borrowing Base, without the prior written consent of each Lender; and provided further that so long as no Default or Event of Default has occurred or is continuing or would be effective only created, upon the request of the Borrower the Agent may, in its reasonable discretion, release any Collateral pledged by the Borrower under the Borrower Pledge Agreement on the basis of the sale or transfer of notes, warrants or other securities in the specific instance ordinary course of business of the Borrower and for in accordance with the specific purpose for which giventerms of the applicable instruments governing said notes, warrants or securities. Written notice of any In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAgent.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be madeamended or waived by the Lenders, and compliance with any covenant consent given by the Lenders, if, but only if, such amendment, waiver or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required HoldersLenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, and in the case of an amendment, signed by the BorrowersBorrower; provided, that no amendment, waiver or consent shall: (a) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, deliver copies without the written consent of such consent in writing to all other Holders of Notes and/or WarrantsLender; provided that (ib) without the consent of all Holders of Noteswaive, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease extend or postpone any prepayments date fixed by this Agreement or redemptionsany other Loan Document for any payment of principal, to increase the proportion of interest payable as PIK Interest rather than as cash interest, fees or other amounts due to alter, amend the Lenders (or waive compliance with Section 8.1(a), to alter any of them) hereunder or amend under any other Loan Document without the written consent mechanism provided for of each Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii2.11(b) without shall only require the consent of the Holder RepresentativeRequired Lenders); (c) reduce the principal of, no such consent or waiver shall be effective the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to alter the rights or obligations clauses (iv) and (v) of the Holder Representative. The provisions of the Warrants may be amended or waived proviso set forth in the manner provided, paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and with adversely affected thereby; provided that only the consent of the Persons required, under Section 12 Required Lenders shall be necessary (i) to waive any obligation of the Warrants. If BorrowersBorrower to pay interest at the Required Holders vote rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to alter, amend or waive compliance with the Intercreditor Agreement any financial covenant hereunder (or any subordination defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or intercreditor agreement relating L/C Obligation or to reduce any Subordinated Debt, then all Holders shall be bound fee payable hereunder; (d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (e) except as otherwise permitted by such vote and agree to sign such consent this Section 11.2 change any provision of this Section or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only reduce the percentages specified in the specific instance and for definitions of “Required Lenders”, “Required Revolving Credit Lenders” or any other provision hereof specifying the specific purpose for which given. Written notice number or percentage of Lenders required to amend, waive or otherwise modify any waiver rights hereunder or make any determination or grant any consent effected under this subsection shall promptly be delivered by hereunder, without the Borrower to any Holders who did not execute the same.”written consent of each Lender directly affected thereby; 110 103755581_3 119311063_5

Amendments, Waivers and Consents. (a) Any provision in term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (i) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit except as expressly provided in this Agreement, (ii) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation except as expressly provided in this Agreement, (iii) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (iv) permit any subordination of the principal, interest or any other amounts due on any Loan or Reimbursement Obligation, (v) release all of the Subsidiary Guaranties (other than in connection with a sale of all Subsidiaries providing Subsidiary Guaranties to the extent expressly permitted hereunder) or (vi) amend the provisions of this Section 13.10 or the definition of Required Lenders, without the prior written consent of each Lender affected thereby. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision Except as expressly set forth below in this AgreementSection, any term, covenant, agreement or condition of this AGREEMENT or of any of the Notes other CREDIT DOCUMENTS may be amended or waived by the REQUIRED LENDERS on behalf of the LENDERS, and any consent may be given by the REQUIRED LENDERS on behalf of the LENDERS; provided, however, that no amendment, waiver or consent shall, without the prior written consent of all of the LENDERS: (a) increase the principal amount or extend the time for payment of any of the LOANS; (b) change any COMMITMENT PERCENTAGE or COMMITMENT AMOUNT of any LENDER (except as specifically permitted to reflect an increase in the MAXIMUM AGGREGATE LOAN AMOUNT pursuant to the provisions of Section 2.1.9 hereof, or an assignment pursuant to the assignment provisions of Section 10.1.2 of this AGREEMENT); (c) extend the originally scheduled time or times of payment of the principal of any of the LOANS or the time or times of payment of interest on any of the LOANS; (d) increase or reduce the rate of interest or fees payable on any of the LOANS or as otherwise required by the CREDIT DOCUMENTS; (e) permit any subordination of the principal or interest of any of the LOANS; release substantially all of the COLLATERAL or the GUARANTORS; (g) amend the provisions of this Section 10.4 or of Section 6.3 or the definitions of ADMINISTRATIVE AGENT, APPLICABLE PERCENTAGE, BORROWER, LENDERS, COMMITMENT AMOUNT, COMMITMENT PERCENTAGE, or REQUIRED LENDERS, or modify in any other Operative Documents manner the number or percentage of LENDERS required to make any determinations, waive any rights, or modify any provisions of this AGREEMENT; (other than h) reduce or forgive any commitment fees payable in accordance with Section 2.1.7 of this AGREEMENT; (i) waive any EVENT OF DEFAULT arising pursuant to a violation of either Section 6.3 or Section 7.1 of this AGREEMENT; (or) (j) waive the Warrants) condition precedent to advances of proceeds of the LOANS set forth in Section 2.1.4 of this AGREEMENT with respect to any then continuing EVENTS OF DEFAULT. Except as expressly provided to the contrary notwithstandingin this AGREEMENT and with the exception of amendments to any provision of Article 9 of this AGREEMENT, changes in this AGREEMENT may not be amended without the prior written consent of the BORROWER. The ADMINISTRATIVE AGENT and all of the LENDERS may amend or additions to modify any provision of Article 9 of this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that AGREEMENT (excluding (i) without those provisions relating to the consent rights of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any GuarantyBORROWER, and (ii) those provisions relating to the qualifications of a successor ADMINISTRATIVE AGENT) without the need for any consent or approval from the BORROWER, it being acknowledged that the BORROWER is not a third-party beneficiary of any of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of Article 9 (without implying that the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or BORROWER has any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samethird-party beneficiary rights).”

Amendments, Waivers and Consents. Any provision in Neither this Agreement, Credit Agreement nor any other Credit Document nor any of the Notes terms hereof or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents thereof may be madeamended, and compliance with any covenant or provision set forth herein or therein may be omitted or changed, waived, if the Borrower shall obtain consent thereto discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing from signed by the Required HoldersLenders, and provided that no such amendment, change, waiver, discharge or termination shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders each Lender affected thereby, (i) extend the scheduled maturities (including the final maturity and any mandatory scheduled prepayments) of Notesany Loan, no such consent or waiver shall be effective to any portion thereof, or reduce the amount of, to postpone rate or extend the date fixed for time of payment of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal of (including any required redemption) amount thereof, or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitments of interest payable as PIK Interest rather than as cash interest, to alter, amend the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or waive compliance with Section 8.1(aEvent of Default shall not constitute a change in the terms of any Commitment of any Lender), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to (ii) release any material Guarantor from its guaranty hereunder obligations hereunder, (iii) amend, modify or waive any provision of this Section or Section 3.5, 3.11, 3.12, 3.13, 3.14, 5.1, 5,2, 9.1(a), 11.2, 11.3, or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, (v) consent to the assignment or transfer by any Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) this Credit Agreement or (vi) release all or any Guaranty, and (ii) substantial part of a ny collateral. No provision of Section 9 may be amended without the consent of the Holder RepresentativeAgent. Notwithstanding the above, no the right to deliver a Payment Blockage Notice (as defined in the Indenture) shall reside solely with the Agent and the Agent shall deliver such consent or waiver shall be effective to alter Payment Blockage Notice only upon the rights or obligations direction of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameLenders.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrantsterms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the contrary notwithstandingAdministrative Agent and, changes in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or additions consent shall (a) increase the Revolving Credit Commitment or Term Loan Commitment of any Lender, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release the Borrower from the Obligations hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (h) release any material portion of the Collateral or release any Security Document (other than asset sales permitted pursuant to Section 11.5 and as otherwise specifically permitted or contemplated in this Agreement and or the applicable Security Document), (i) amend the provisions of this Section 14.11 or the definition of Required Lenders, or (j) alter the manner in which payments or prepayments of principal, interest or other Operative Documents may amounts hereunder shall be madeapplied as between the Lenders or the types of Loans, and compliance with any covenant in each case, without the prior written consent of each Lender, or provision set forth herein (k) extend the time of the obligation of the 84 Lenders holding Revolving Credit Commitments to make or therein may be omitted issue or waived, if the Borrower shall obtain consent thereto participate in writing from the Required Holders, and shallLetters of Credit, in any case, deliver copies without the written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment. Notwithstanding anything herein to the contrary but subject nevertheless to the proviso set forth above in this Section 14.11, no Lender that is in default of any of its obligations, covenants or agreements under this Agreement shall be entitled to vote any undrawn portion of its Commitments (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver of any provision of this Agreement or any departure therefrom or any direction from the Lenders to the Administrative Agent, and, for purposes of determining the Required Lenders at any time when any Lender is in default under this Agreement, the undrawn portion of the Commitments of such defaulting Lender shall be disregarded. In addition, no amendment, waiver or consent in writing to all other Holders the provisions of Notes and/or Warrants; provided that (ia) Article XIII shall be made without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the written consent of the Holder Representative, no such consent or waiver shall be effective to alter Administrative Agent and (b) Article III without the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the written consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameIssuing Lender.”

Amendments, Waivers and Consents. Any provision Neither the Credit Agreement nor any other Credit Document nor any of the terms thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreementwriting entered into by, or approved in writing by, the Notes Required Lenders, provided that no such amendment, change, waiver, discharge or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and termination shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders each affected Lender, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of Notesany Loan, no such consent or waiver shall be effective to any portion thereof, or reduce the amount of, to postpone rate or extend the date fixed for time of payment of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees under the Credit Agreement or reduce the principal of (including any required redemption) amount thereof, or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitments of interest payable as PIK Interest rather than as cash interest, to alter, amend the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or waive compliance with Section 8.1(aEvent of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Lender), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to (ii) release any material Guarantor from its guaranty hereunder obligations under the Credit Agreement (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any Guarantyprovision of this Section 11.5, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders" or (v) consent to the assignment or transfer by any Borrower (or Guarantor) of any of its rights and obligations under (iior in respect of) the Credit Agreement. No 100 provision of Section 2.2 or Section 2.6 may be amended without the consent of the Holder RepresentativeIssuing Lender, no such consent or waiver shall be effective to alter the rights or obligations provision of the Holder Representative. The provisions of the Warrants Section 2.4 may be amended or waived in the manner provided, and with without the consent of the Persons required, under Swingline Lender and no provision of Section 12 10 may be amended without the consent of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement terms and the other Operative Documents conditions of which may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in the specific instance and for the specific purpose for which given. Written notice Letters of Credit (except as expressly permitted pursuant to Section 2.8), including, without limitation, any waiver or modification of Section 8.12(c) or 8.12(d), (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation (other than the waiver of prepayments required pursuant to Section 2.5(b)(iii)) or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder, (g) release any material portion of the Collateral or release any Security Document (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document) or (h) amend the provisions of this Section 13.11 or the definition of Required Lenders, without the prior written consent effected under this subsection of each Lender. In addition, no amendment, waiver or consent to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender affected thereby.”

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (other than the Warrantsa) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; Except as otherwise expressly provided that (i) without the consent of all Holders of Notesherein, no such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination other Loan Document, or intercreditor agreement relating consent to any Subordinated Debtdeparture by Borrower therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by Borrower and the Requisite Lenders (or by the Agent on their behalf) without taking into account the Revolving Exposure and/or Commitments held by Defaulting Lenders, and then such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that except as otherwise expressly provided herein, no amendment, waiver or consent effected shall, unless in writing and signed by Borrower and all Lenders (other than any Defaulting Lender), do any of the following at any time: (a) change the number of Lenders that shall be required for Lenders or any of them to take any action hereunder; (b) amend the definition of “Requisite Lenders”; (c) amend this Section 13.2; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loan or any fees or other amounts payable hereunder; or (e) postpone any date on which any payment of principal of, or interest on, the Loan or any fees or other amounts payable hereunder is required to be made; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, (ii) the Agent, in addition to Lenders required above, to take any such action that affects the rights or duties of Agent under this subsection shall promptly be delivered Agreement or any other Loan Document and (iii) all Lenders (or by the Borrower Agent at their instruction), any change adverse to the Lenders affecting the provisions of this Agreement relating to the Borrowing Base (including the definitions used therein), the Eligible Loans (including the definitions used therein), or the provisions of Section 6.18 (including the definitions used therein); provided, further, that notwithstanding clause (iii) in the immediately preceding proviso, as between Agent and Lenders, Agent shall be permitted to waive eligibility requirements with respect to proposed Eligible Loans in its reasonable discretion consistent with past practices without the consent of Requisite Lenders (it being understood that any Holders who did not execute the samesuch waiver shall be in Agent’s sole discretion as between Agent and Borrower).”

Amendments, Waivers and Consents. Any provision (a) Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, that no amendment, waiver or consent shall, without the consent of each Lender affected thereby, (a) except as expressly contemplated in Section 2.9 and Section 2.10, increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation or (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement, ) of any 117 of the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Credit Parties’ rights and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrantsobligations hereunder; provided that further, no amendment, waiver or consent shall (i1) without the consent of all Holders of Noteseach Lender, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemptionA) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder other than upon the disposition by the Parent Borrower of its interest in such Guarantor, or upon the dissolution or liquidation of such Guarantor, in each case in accordance with the terms of this Agreement or (B) amend the provisions of this Section or the definition of “Required Lenders”, or (C) change any Guarantyprovision in this Agreement in a manner that would alter the pro rata sharing of payments required thereby, and if any, (ii2) without the consent of each Revolving A Lender, amend the Holder Representativedefinition of “Required Revolving A Lenders” or “Revolving A Optional Currency”, (3) without the consent of each Revolving B Lender, amend the definition of “Required Revolving B Lenders” or “Revolving B Optional Currency” and (4) without the consent of each Lender and the Administrative Agent, (A) amend the definition of “Optional Currency”, or (B) amend the provisions of Section 2.11.1(a) or Section 2.11.3. In addition, no such amendment, waiver or consent to the provisions of (i) Article XII or waiver Section 13.1.3 shall be effective to alter made without the rights or obligations written consent of the Holder Representative. The provisions Administrative Agent, (ii) Article III shall be made without the written consent of each Issuing Lender and (iii) Section 2.6 shall be made without the written consent of the Warrants Swingline Lender, and provided further that if any amendment, modification, waiver or consent would adversely affect the Revolving A Lenders relative to the Revolving B Lenders or vice versa, then such amendment, modification, waiver or consent shall require the written consent of the Required Revolving A Lenders or Required Revolving B Lenders, as the case may be. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, or each affected Lender may be amended or waived in the manner provided, and effected with the consent of the Persons requiredapplicable Lenders other than Defaulting Lenders), under Section 12 except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or consent of such Lender and (y) any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationwaiver, amendment or waiver. Any waiver modification requiring the consent of all Lenders, the Required Lenders, or each affected Lender that by its terms affects any Defaulting Lender more adversely than other requisite affected Lenders shall require the consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the samesuch Defaulting Lender.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived by the Lenders if, but only if, such amendment, waiver or consent is in writing signed by the manner provided, and Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7); (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation; (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation; (d) reduce the principal amount of any Loan or Reimbursement Obligation; (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation; (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrower's rights and obligations hereunder; (g) release any material portion of the Collateral or release any Security Document (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document); or (h) amend the provisions of this Section 13.11 or the definition of Required Lenders; unless each of the Lenders has given their prior written consent to the course of action proposed to be taken in (a) through (h) hereof. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be made, amended or waived by the Lenders and compliance with any covenant or provision set forth herein or therein consent may be omitted given by the Lenders, if, but only if, such amendment, waiver or waived, if the Borrower shall obtain consent thereto is in writing from signed by the Required HoldersLenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, and in the case of an amendment, signed by the Credit Parties; provided, that no amendment, waiver or consent shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Noteseach Lender affected thereby, no such consent or waiver shall be effective to reduce (a) increase the amount ofor extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (except as expressly contemplated by Section 2.7 or Section 2.8), to postpone (b) extend the date fixed for the originally scheduled time or times of payment of, of the principal of (including any required redemption) Loan or Reimbursement Obligation or the time or times of payment of interest or Prepayment Premium fees on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any NoteLoan or Reimbursement Obligation, to decrease (d) reduce the Interest Rate principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the Prepayment Premiumprincipal or interest on any Loan or Reimbursement Obligation, to decrease or postpone (f) permit any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather assignment (other than as cash interestspecifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to (g) release any material Guarantor from its guaranty hereunder other than upon the disposition by the Borrower of its interest in such Guarantor in accordance with the terms of this Agreement or any Guaranty(h) amend the provisions of this Section 13.10 or the definition of Required Lenders. In addition, no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent and (ii) Article III shall be made without the written consent of each Issuing Lender. Notwithstanding the fact that the consent of all the Holder RepresentativeLenders is required in certain circumstances as set forth above, no (x) each Lender is entitled to vote as such consent or waiver shall be effective to alter Lender sees fit on any bankruptcy reorganization plan that affects the rights or obligations Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Holder Representative. The Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions of set forth herein and (y) the Warrants Required Lenders may be amended or waived consent to allow a Credit Party to use cash collateral in the manner provided, and with the consent context of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend a bankruptcy or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameinsolvency proceeding.”

Amendments, Waivers and Consents. Any Subject to Section 2.17 and the last paragraph of this Section 8.5, any provision in of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in or the manner providedsubject of a consent if, and with the consent of the Persons requiredbut only if, under Section 12 of the Warrants. If the Required Holders vote to altersuch amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction is in writing and is signed by each Borrower affected thereby and the Required Banks (and, if the rights or duties of conditions stated therein and any the Administrative Agent are affected thereby, by the Administrative Agent); provided that no such amendment, waiver or consent shall, unless signed by all the Banks, (a) increase or decrease the Tranche A Commitment Amount, Tranche B Commitment Amount or the Commitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder, (c) postpone the final date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby, (e) change the definition of “Required Banks” or this Section 8.5 or (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be effective only in the specific instance and required for the specific purpose for which givenBanks or any of them to take any action under this Section 8.5 or any other provision of this Agreement. Written notice No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or consent effected under this subsection shall promptly be delivered by waiver of the Borrower same or any other right on any further occasion. Notwithstanding anything to any Holders who did not execute the same.”contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time:

Amendments, Waivers and Consents. Any provision in Except as set forth below, -------------------------------- any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of the Warrants. If the Required Holders vote to alteran amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtsigned by each Borrower; provided, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationthat no amendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including, without limitation, pursuant to Section 2.7), (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any material portion of the Collateral or release any Security Document (other than as permitted or contemplated in this Agreement or the applicable Security Document), (g) amend or waive the mandatory prepayment provisions of this Agreement, (h) amend or waive the provisions of Sections 8.12 or 8.13 hereof or (i) amend the provisions of this Section 13.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision in term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Loan Documents may be madeamended or waived by the Lenders, and compliance with any covenant consent given by the Lenders, if, but only if, such amendment, waiver or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto is in writing from signed by all of the Required Holders, Lenders (or by the Administrative Agent with the consent of all of the Lenders) and shalldelivered to the Administrative Agent and, in any casethe case of an amendment, deliver copies of such consent in writing to all other Holders of Notes and/or Warrantssigned by the Borrower; provided that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of all Holders such Lender. For avoidance of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment ofdoubt, the principal parties acknowledge and agree that nothing herein changes the obligation of (including any required redemption) or interest or Prepayment Premium payable on any Notethe Lenders, to decrease the Interest Rate Swingline Lender, the Issuing Lender or the Prepayment PremiumAdministrative Agent to make or participate in any Extension of Credit so long as the requirements and conditions applicable to the making of such Extension of Credit (including, to decrease or postpone any prepayments or redemptionswithout limitation, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with requirements contained in Articles II and III and the conditions contained in Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii5.2) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived have been satisfied in the manner provided, and accordance with the consent terms of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgreement.”

Amendments, Waivers and Consents. Any provision in this Agreement, the Notes or the other Operative Documents (other than the Warrantsa) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; Except as otherwise expressly provided that (i) without the consent of all Holders of Notesherein, no such consent amendment or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion provision of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination other Loan Document, or intercreditor agreement relating consent to any Subordinated Debtdeparture by Borrower therefrom, then all Holders shall in any event be effective unless the same shall be bound in writing and signed by Borrower and the Requisite Lenders (or by the Agent on their behalf) without taking into account the Revolving Exposure and/or Commitments held by Defaulting Lenders, and then such vote and agree to sign such consent or other document as may be necessary to effectuate such alterationamendment, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that, except as otherwise expressly provided herein, no amendment, waiver or consent effected shall, unless in writing and signed by Borrower and all Lenders (other than any Defaulting Lender), do any of the following at any time: (a) change the number of Lenders that shall be required for Lenders or any of them to take any action hereunder; (b) amend the definition of “Requisite Lenders”; (c) amend this Section 13.2; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loan or any fees or other amounts payable hereunder; or (e) postpone any date on which any payment of principal of, or interest on, the Loan or any fees or other amounts payable hereunder is required to be made; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender, (ii) the Agent, in addition to Lenders required above, to take any such action that affects the rights or duties of Agent under this subsection shall promptly be delivered Agreement or any other Loan Document and (iii) all Lenders (or by the Borrower Agent at their instruction), any change adverse to any Holders who did not execute the sameLenders affecting the provisions of this Agreement relating to the Borrowing Base (including the definitions used therein), the Eligible Loans (including the definitions used therein), or the provisions of Section 6.18 (including the definitions used therein).”

Amendments, Waivers and Consents. Any provision in Except as set forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than any Hedging Agreement, the Warrants) terms and conditions of which, subject to the contrary notwithstandingprovisions of Section 10.1(j), changes in or additions to this Agreement and the other Operative Documents may be madeamended, and compliance with any covenant modified or provision set forth herein or therein may be omitted or waived, if waived by the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (iparties thereto) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterLoan Parties; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only (a) increase the amount or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit (including without limitation pursuant to Section 2.7), (b) extend the specific instance and for originally scheduled time or times of payment of the specific purpose for which given. Written notice principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce or waive the principal amount of any Loan or Reimbursement Obligation, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers' rights and obligations hereunder, (g) release any material portion of the Collateral or release any Security Document (other than as specifically permitted or contemplated in this Agreement or the applicable Security Document) or (h) amend or waive the provisions of Section 5.3, this Section 14.11 or the definition of Required Lenders, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under to the provisions of (a) Article XIII shall be made without the written consent of the Administrative Agent and (b) Article III without the written consent of the Issuing Lender. Further, upon receipt of any revised business plan pursuant to Section 7.4(d), the Loan Parties, the Administrative Agent and the Lenders agree to negotiate, in good faith, amendments, if necessary, to the covenants set forth in Article IX to reflect such revised business plan; provided that, nothing in this subsection Section 14.11 shall promptly be delivered by construed to obligate the Borrower Administrative Agent or any Lender to agree to any Holders who did not execute the samesuch amendment.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for Aggregate Commitment or increase the specific purpose for which given. Written notice amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower's rights and obligations hereunder, (h) amend the provisions of this Section 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision in (a) Except as set -------------------------------- forth below, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrower; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat -------- no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (i) increase the specific instance and for amount or extend the specific purpose for which given. Written notice time of the obligation of the Lenders to make Loans, (ii) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan, (iii) reduce the rate of interest or fees payable on any Loan, (iv) permit any subordination of the principal or interest on any Loan, (v) release any Security Document (other than as specifically permitted in this Agreement or the applicable Security Document), (vi) amend the provisions of this Section 12.11 or the definition of Required Lenders (vii) amend the provisions of Section 4.4 providing that all payments to the Lenders shall be pro rata in accordance with their respective Commitment Percentages or (viii) amend the several nature of the obligations of the Lenders under this Agreement, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent.”

Amendments, Waivers and Consents. Any provision Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders and any consent may be given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall, without the -------- consent of each Lender affected thereby, (a) increase the amount of any Lender's Commitment or extend the time of the obligation of the Lenders to make Loans or issue or participate in Letters of Credit, (b) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Loan or Reimbursement Obligation (except as expressly contemplated by Sections 2.7 or 2.8), (c) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation (other than as a result of (x) waiving the applicability of any post-default increases in interest rates or (y) an amendment approved by the Required Lenders as set forth in the definition of "Applicable Percentage" following the withdrawal by S&P and/or Xxxxx'x of an Applicable Rating) (d) reduce the principal amount of any Loan or Reimbursement Obligation, (e) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Borrowers' rights and obligations hereunder, (f) release the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor Company from its guaranty hereunder or any Guaranty(g) amend the provisions of this Section 13.11 or the percentage set forth in the 103 definition of Required Lenders. In addition, and no amendment, waiver or consent to the provisions of (i) Article XII shall be made without the written consent of the Administrative Agent, (ii) Section 2.6 shall be made without the consent of the Holder Representative, no such consent or waiver Swingline Lender and (iii) Article III shall be effective to alter made without the rights or obligations written consent of each Issuing Lender. Notwithstanding the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with fact that the consent of all the Persons requiredLenders is required in certain circumstances as set forth above, under (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 12 1126(c) of the Warrants. If Federal Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Holders vote Lenders may consent to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating allow a Borrower to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only use cash collateral in the specific instance and for the specific purpose for which given. Written notice context of any waiver a bankruptcy or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameinsolvency proceeding.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for Aggregate Commitment or increase the specific purpose for which given. Written notice amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower’s rights and obligations hereunder, (h) amend the provisions of this Section 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (i) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XIII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the sameAdministrative Agent and (b) Article III without the written consent of the Issuing Lender.”

Amendments, Waivers and Consents. Any provision Except as expressly set forth below in this AgreementSection, the Notes any term, covenant, agreement or condition of this AGREEMENT or of any of the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants LOAN DOCUMENTS may be amended or waived in by the manner providedREQUIRED LENDERS on behalf of the LENDERS, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction by the REQUIRED LENDERS on behalf of conditions stated therein and any the LENDERS; provided, however, that no amendment, waiver or consent shall be effective only in shall, without the specific instance and prior written consent of all of the LENDERS: (a) increase the principal amount or extend the time for the specific purpose for which given. Written notice payment of any waiver of the LOANS; (b) change any COMMITMENT PERCENTAGE or consent effected under LOAN COMMITMENT of any LENDER (except as specifically permitted to reflect an assignment pursuant to the assignment provisions of Section 10.1.2 of this subsection shall promptly be delivered AGREEMENT); (c) extend the originally scheduled time or times of payment of the principal of any of the LOANS or the time or times of payment of interest on any of the LOANS; (d) increase or reduce the rate of interest or fees payable on any of the LETTERS OF CREDIT or REVOLVING LOANS or as otherwise required by the Borrower LOAN DOCUMENTS; (e) release any COLLATERAL with a material value or which is essential to the business operations of the BORROWERS (other than as specifically authorized by the terms of this AGREEMENT or any of the other LOAN DOCUMENTS); or (f) amend the provisions of this Section 10.4 or the definitions of AGENT, BORROWERS, COMMITMENT PERCENTAGES, LOAN COMMITMENTS, MATURITY DATES, TOTAL COMMITMENT, COMMITMENT PERCENTAGE, REQUIRED LENDERS, or modify in any other manner the number or percentage of LENDERS required to make any determinations, waive any rights, or modify any provisions of this AGREEMENT. Except as expressly provided to the contrary in this AGREEMENT and with the exception of amendments to any Holders who did provision of Article 9 of this AGREEMENT, this AGREEMENT may not execute be amended without the sameprior written consent of the BORROWERS. The AGENT and all of the LENDERS may amend or modify any provision of Article 9 of this AGREEMENT without the need for any consent or approval from the BORROWERS, it being acknowledged that the BORROWERS are not third-party beneficiaries of any of the provisions of Article 9 (without implying that the BORROWERS have any other third-party beneficiary rights).”

Amendments, Waivers and Consents. Any provision Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in this Agreementwriting entered into by, or approved in writing by, the Notes or the other Operative Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Required Lenders and the other Operative Documents may be madeBorrower, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (ia) no such amendment, change, waiver, discharge or termination shall, without the consent of all Holders of Noteseach Lender, (i) extend the scheduled maturities (including the final maturity and any mandatory prepayments but in no such consent event including any amendment or waiver shall be effective to Section 3.3(c)) of any Loan, or any portion thereof, or reduce the amount of, to postpone rate or extend the date fixed for time of payment of interest (other than as a result of waiving the payment of, applicability of any post-default increase in interest rates) thereon or fees hereunder or reduce the principal of (including any required redemption) amount thereof, or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion Commitments of interest payable as PIK Interest rather than as cash interest, to alter, amend the Lenders over the amount thereof in effect (it being understood and agreed that a waiver of any Default or waive compliance with Section 8.1(aEvent of Default or of a mandatory reduction in the total commitments shall not constitute a change in the terms of any Commitment of any Lender), to alter (ii) except as expressly permitted in the Credit Documents, release (A) any Collateral or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release (B) any material Guarantor from its guaranty hereunder obligations hereunder, (iii) amend, modify or waive any Guarantyprovision of this Section or Section 3.6, 3.7, 3.11, 3.12, 3.13, 3.14, 5.1, 5.2, 5.3, 9.1(a), 11.2, 11.3, 11.5 or 11.9, (iv) reduce any percentage specified in, or otherwise modify, the definition of "Available Foreign Currency", "Foreign Currency Equivalent", "Determination Date", "Dollar Amount", "Dollar Equivalent" or "Required Lenders" or (v) consent to the assignment or transfer by the Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) this Credit Agreement and (b) no such amendment, change, waiver, discharge or termination shall, without the consent of Lenders holding in the aggregate at least 51% of the outstanding Tranche A Term Loan and at least 51% of the outstanding Tranche B Term Loan, extend the time for or the amount or the manner of application of proceeds (including without limitation pursuant to Section 3.3(d)) of any mandatory prepayment required by Section 3.3(c)(i) or (ii) ). No provision of Section 2.2 may be amended without the consent of the Holder RepresentativeIssuing Lender, and no such consent or waiver shall be effective to alter the rights or obligations provision of the Holder Representative. The provisions of the Warrants Section 10 may be amended or waived in the manner provided, and with without the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any waiver or consent effected under this subsection shall promptly be delivered by the Borrower to any Holders who did not execute the sameAgent.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for Aggregate Commitment or increase the specific purpose for which given. Written notice amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations and obligations under Cash Management Agreements) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower’s rights and obligations hereunder, (h) amend Section 4.4 or Section 4.5 in a manner that would alter the pro rata sharing of payments required thereby, (i) amend the provisions of this Section 13.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (j) extend the time of the obligation of the Lenders holding Revolving Credit Commitments to make or Issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XII shall promptly be delivered by made without the Borrower to any Holders who did not execute written consent of the same.”Administrative Agent and (b)

Amendments, Waivers and Consents. Any Unless otherwise provided herein, no amendment to or waiver of any provision in of this Agreement, the Notes or of any of the other Operative Documents (other than the Warrants) Loan Documents, nor consent to the contrary notwithstandingany departure by Borrower herefrom or therefrom, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal unless it is in writing and signed by authorized officers of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, Borrower and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner Required Lenders; provided, and with the consent of the Persons requiredhowever, under Section 12 of the Warrants. If the Required Holders vote to alterthat any such amendment, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver modification or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice , and no such amendment, modification or consent shall, unless signed by authorized officers of Borrower and all of the Lenders: (i) change the Letter of Credit Commitment or any Revolving Commitment, or Term 1 Commitment or Term 2 Commitment of any waiver Lender or consent effected subject it to a greater obligation than expressly provided for herein, (ii) reduce or forgive the principal of any Advance or change the rate, or mechanism for determining the rate, of interest on any Advance or any fees or other amounts payable by Borrower hereunder, (iii) change the regularly scheduled dates for payments of principal or interest of any Advance or other fees or amounts payable to Lenders under the Loan Documents (including, without limitation, the Revolver Maturity Date), (iv) change the provisions of Section to the detriment of any Lender, (v) change the definition of "Required Lenders" hereunder, (vi) change the provisions of this subsection shall promptly be delivered Section, (vii) release any of the Collateral (except in the ordinary course of business or as otherwise expressly permitted by the terms of this Agreement) or any Covered Person from its obligations under the Loan Documents, or (viii) change any provisions hereof requiring ratable distributions to the Lenders. No notice to or demand on Borrower in any case shall entitle Borrower to any Holders who did not execute other or further notice or demand in similar or other circumstances. No failure by Agent or any Lender to exercise, and no delay by Agent or any Lender in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Agent or any Lender of any right, remedy, power or privilege hereunder preclude any other exercise thereof, or the sameexercise of any other right, remedy, power or privilege. Each and every right granted to Agent and the Lenders hereunder or under any other Loan Document or other document delivered hereunder or in connection with this Agreement or allowed to it at law or in equity shall be deemed cumulative and may be exercised from time to time.”

Amendments, Waivers and Consents. Any No amendment or waiver of any provision in of this Agreement, the Notes Agreement or the any other Operative Documents Loan Document (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement Fee Letter and the other Operative Documents may Amendment Fee Letter), or consent to any departure by the Borrowers therefrom, shall in any event be madeeffective unless the same shall be in writing and signed by the Borrowers and the Required Lenders (or by the Agent at their instruction on their behalf), and compliance with any covenant or provision set forth herein or therein may be omitted or waivedthen such amendment, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in the manner provided, and with the consent of the Persons required, under Section 12 of the Warrants. If the Required Holders vote to alter, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debt, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Written notice of any ; provided, however, that no amendment, waiver or consent effected shall, unless in writing and signed by the Borrowers and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, “Super Majority Lenders” or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or Letters of Credit or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or Letters of Credit or any fees or other amounts payable hereunder is required to be made; (f) extend the stated expiry date of any Letter of Credit beyond the Termination Date; (g) release all or substantially all of the value of the Guaranties (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) contractually subordinate any of the Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); (j) amend any of the provisions of Section 10.5; or (k) increase any advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of the Agent to add, remove, reduce or increase reserves against the Borrowing Base in accordance with Section 2.1(b)); provided further that, other than as set forth under clause (k), no amendment, waiver or consent shall change the definition of Borrowing Base or any of the component definitions thereof (in each case, provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove, reduce or increase reserves against the Aggregate Revolving Credit Commitment, the Borrowing Base or the Eligible Receivables in accordance with Section 2.1(b)) to the extent that any such change results in more credit being available to the Borrowers based upon the Borrowing Base, but not otherwise, without the written consent of the Super Majority Lenders; provided, further that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase amount of or extend the expiration date of any Commitment of such Lender, (ii) the Letter of Credit Issuer, in addition to the Lenders required above, take any action that affects the rights or duties of the Letter of Credit Issuer under this subsection shall promptly be delivered by Agreement or any other Loan Document, (iii) the Borrower Swingline Lender, in addition to the Lenders required above, take any action that affects the rights or duties of the Swingline Lender, and (iv) the Agent, in addition to the Lenders required above, take any action that affects the rights or duties of the Agent under this Agreement or any other Loan Document. Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver, modification, elimination, or consent of or with respect to any Holders who did not execute provision of this Agreement or any other Loan Document may be entered into without the sameconsent of, or over the objection of, any Defaulting Lender and the Loans of any Defaulting Lender shall be excluded in determining whether all Lenders or the Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(d) and (e) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.”

Amendments, Waivers and Consents. Any provision Except as set forth below or as specifically provided in any Loan Document, including, without limitation, Section 2.7 hereof, any term, covenant, agreement or condition of this Agreement, the Notes Agreement or any of the other Operative Loan Documents (other than the Warrants) to the contrary notwithstanding, changes in or additions to this Agreement and the other Operative Documents may be made, and compliance with any covenant or provision set forth herein or therein may be omitted or waived, if the Borrower shall obtain consent thereto in writing from the Required Holders, and shall, in any case, deliver copies of such consent in writing to all other Holders of Notes and/or Warrants; provided that (i) without the consent of all Holders of Notes, no such consent or waiver shall be effective to reduce the amount of, to postpone the date fixed for the payment of, the principal of (including any required redemption) or interest or Prepayment Premium payable on any Note, to decrease the Interest Rate or the Prepayment Premium, to decrease or postpone any prepayments or redemptions, to increase the proportion of interest payable as PIK Interest rather than as cash interest, to alter, amend or waive compliance with Section 8.1(a), to alter or amend the consent mechanism provided for under Section 8.3 or this Section 11.2, or to release any material Guarantor from its guaranty hereunder or any Guaranty, and (ii) without the consent of the Holder Representative, no such consent or waiver shall be effective to alter the rights or obligations of the Holder Representative. The provisions of the Warrants may be amended or waived in by the manner providedLenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Persons requiredRequired Lenders) and delivered to the Administrative Agent and, under Section 12 in the case of an amendment, signed by the Warrants. If the Required Holders vote to alterBorrowers; provided, amend or waive compliance with the Intercreditor Agreement or any subordination or intercreditor agreement relating to any Subordinated Debtthat no amendment, then all Holders shall be bound by such vote and agree to sign such consent or other document as may be necessary to effectuate such alteration, amendment or waiver. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in (a) increase the specific instance and for Aggregate Commitment or increase the specific purpose for which given. Written notice amount of the Loans, (b) reduce the rate of interest or fees payable on any Loan or Reimbursement Obligation, (c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, (d) extend the originally scheduled time or times of payment of the principal of any Loan or Reimbursement Obligation or the time or times of payment of interest on any Loan or Reimbursement Obligation or any fee or commission with respect thereto, (e) permit any subordination of the principal or interest on any Loan or Reimbursement Obligation, (f) release any Borrower from the Obligations (other than Hedging Obligations) hereunder, (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of a Borrower’s rights and obligations hereunder, (h) amend Section 5.4 or Section 5.5 in a manner that would alter the pro rata sharing of payments required thereby, (i) amend the provisions of this Section 14.10 or the definition of Required Lenders, in each case, without the prior written consent of each Lender or (j) extend the time of the obligation of the Lenders holding Commitments to make or issue or participate in Letters of Credit, in each case, without the prior written consent of each Lender. In addition, no amendment, waiver or consent effected under this subsection to the provisions of (a) Article XIII shall promptly be delivered by made without the Borrower written consent of the Administrative Agent and (b) Article III without the written consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any Holders who did right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not execute be increased or extended without the sameconsent of such Lender.”