Common use of Amendments, Waivers, Etc Clause in Contracts

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Term Loan or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(c), 2.5, 2.8, 2.9, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, nor release any of the Collateral without the written consent of each Lender. Anything in this Section 10.11 to any departure by the Borrower therefromcontrary, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banksno amendment, and then such waiver or consent shall be effective only in made with respect to Section 9 without the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or written consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment Any consent or waiver approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any provision term of this Credit Agreement, the other Loan Documents or any Loan Documentother instrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefromor any of the other Transaction Parties of any terms of this Credit Agreement, shall the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in any event be effective unless a particular instance and either retroactively or prospectively) with, but only with, the same shall be in writing and signed by written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes (other than interest accruing pursuant to ss.5.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event oF Default relating thereto), the term of the Notes, the amount of the Commitments of the Banks, and then such waiver the amount of commitment fee or consent shall Letter of Credit Fees hereunder may not be effective only in the specific instance changed, and no scheduled date for the specific purpose for which given; providedpayment of principal, however, that no amendment, waiver, interest or fees may be postponed or extended without the written consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any Borrower and the written consent of each Bank affected thereby; the definition of Majority Banks and the terms of this Section 26 may not be amended and no collateral or guaranty may be released without the written consent of all of the conditions specified in Section 8Banks; (b) increase and the Commitment amount of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, Agent's Fee or any fees or other amounts Letter of Credit Fees payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, the Agent's account and ss.15 may not be amended without limitation, any fee) or other amounts payable hereunder; (e) change the percentage written consent of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan DocumentAgent. No failure waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event otherwise be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenprejudicial thereto. No notice to or demand on upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment Except as otherwise expressly provided in this Agreement or waiver any of the other Loan Documents: (i) each of the Loan Documents may be modified, amended or supplemented in any respect whatever only with the prior written consent or approval of the Majority Banks and the Borrowers; and (ii) the performance or observance by the Borrowers of any provision of their covenants, agreements or obligations under any of the Loan Document, nor Documents may be waived only with the written consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and of the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendmentthe following changes shall require the written consent, waiver, agreement or consent shall, unless approval of all of the Banks: (A) any decrease in writing and signed by each Bank, do the amount or postponement of the due date of any of the following: Obligations; (aB) waive any decrease in the interest rates or letter of credit fees prescribed in any of the conditions specified in Section 8Notes, the Swing Line Note or this Agreement; (bC) any increase in the Revolving Credit Commitment or Commitment Percentage of any Bank or alter of the term thereofBanks, or subject any Bank to any additional or extended obligationsexcept as permitted by Section 10.10; (cD) any change in the principal of, definition of Majority Banks; (E) the extension of the expiry date of any Letter of Credit beyond the Revolving Credit Maturity Date (except where the Borrowers have Cash Collateralized such Letter Credit or rate have provided a backing letter of interest on, credit in a form and from an issuer acceptable to the Agent and the Issuing Bank); (F) any Note, change in the prohibition on the Borrowers’ ability to assign or transfer any of their rights or obligations hereunder; and (G) any change in the terms of this Section 10.8. Any change to Section 8 or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement affecting the rights or obligations of the Note nor Agent shall not be amended or modified without the prior written consent of the Agent. Any change to Section 2.10 or any departure by other provision of this Agreement affecting the Borrower therefrom rights or obligations of the Issuing Bank shall not be amended or modified without the prior written consent of the Issuing Bank. Without limitation of the foregoing, it is agreed that any requirement in any event be effective unless Loan Document of the same consent or waiver of the Banks shall be in writing, and then such deemed to require the consent or waiver or consent shall be effective only in of the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesMajority Banks.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Loan or any Note (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of principal of, or interest on, on any Note, Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which each Lender. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be required for Banksamend, modify or waive any provision of Article 10 or otherwise change any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties obligations of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers, the Agents and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Applicable Agent(s) and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or Letter of Credit Advances or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Loan or Letter of Credit Advances, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(d), 2.2(e), 2.7, 2.11, 2.12, 2.13, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) increase the advance rates set forth in the definition of US Borrowing Base or Canadian Borrowing Base or add new categories of eligible assets thereto, without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release any Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, nor release any of the Collateral without the written consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenof each Lender; provided, however, that that nothing in this Section 10.11 shall affect, limit or restrict the Administrative Agent’s right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for any items included within the US Borrowing Base, the Canadian Borrowing Base or any Reserves, from time to time in accordance with other provisions of this Agreement and subject to the limitations set forth herein. Anything in this Section 10.11 to the contrary, no amendment, waiver, waiver or consent shall, unless in writing and signed by each Bank, do any shall be made with respect to Section 9 without the written consent of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereofAdministrative Agent, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, waiver or consent shallshall amend, unless in writing and signed by the Agent in addition to each Bank, modify or otherwise affect the rights or duties of the Agent under any Loan Document. No failure or delay on Swingline Lender hereunder without the part prior written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesSwingline Lender.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other Person party hereto, (2) in order to implement any ESG Amendment, this Agreement and the other Loan Documents may be amended in accordance with Section 2.14 with only the consent of the Borrower, the Sustainability Coordinator and the Required Lenders (as and to the extent provided in Section 2.14), (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or demand in similar amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated, as the case may be), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other circumstancesobligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Revolving Credit Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan or any Revolving Credit Note, (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Revolving Credit Note or any Reimbursement Obligation, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, nor consent to any departure by (viii) change the Borrower therefromprovisions of this Section 11.1, shall in any event be effective unless (ix) change the same shall be in writing and signed by definition of Required Lenders, (x) change the Borrower and several nature of the Majority Banksobligations of the Lenders, and then (xi) change the sharing provisions among Lenders, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment or the Letters of Credit without the written consent of the Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenNotes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment or waiver of (a) Neither this Agreement, any provision of any other Loan Document, nor any terms hereof or thereof may be waived amended, supplemented or modified except in accordance with the provisions of this Section 10.11. The Required Lenders and each Credit Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Agent and each Credit Party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any departure by provisions to this Agreement or the Borrower therefrom, shall other Loan Documents or changing in any event be effective unless manner the same shall be rights of the Lenders or of the Credit Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Agent, as the case may be, may specify in writing such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenits consequences; provided, however, that no such waiver and no such amendment, waiversupplement or modification shall (i) reduce or forgive the principal amount or extend the final scheduled date of maturity of any Term Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of the Default Rate interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent shallof each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.11 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, unless consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release the Borrower from its obligation under the Loan Documents or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in writing and signed by the other Loan Documents), in each Bankcase without the written consent of all Lenders; (iv) change any provision contained in Sections 2.2(c), do 2.5, 2.7, 2.8 or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby; (v) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, release any of the following: Collateral without the written consent of each Lender, and (avi) amend, modify or waive any provision of Section 9 or any other provision of any Loan Document that affects the Agent without the written consent of the conditions specified in Section 8; (b) increase Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Commitment Lenders and shall be binding upon the Credit Parties, the Lenders, the Agent and all future holders of the Term Loans. In the case of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shallthe Credit Parties, unless in writing the Lenders and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesconsequent thereon.

Amendments, Waivers, Etc. No amendment (a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the Agent and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Credit Party or Credit Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Revolving Credit Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or Letter of Credit Advances or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that any waiver of Default Rate interest shall not be considered a reduction of interest), (iii) postpone any scheduled date of payment of the principal amount of any Loan or Letter of Credit Advances, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Credit Commitment, without the written consent of each Lender directly affected thereby, (iv) change any provision contained in Sections 2.2(d), 2.2(e), 2.7, 2.11, 2.12, 2.13, 10.9(b) or 10.10 hereof or this Section 10.11 or Section 10.16 hereof, without the written consent of each Lender directly affected thereby, (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release the Borrower or any Guarantor from its obligation under its Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viii) except as otherwise expressly provided herein, including without limitation, in Section 10.11(b) or in any Security Document, nor release any of the Collateral without the written consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenof each Lender; provided, however, that that nothing in this Section 10.11 shall affect, limit or restrict the Agent’s right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for any items included within the Borrowing Base or any Reserves, from time to time in accordance with other provisions of this Agreement and subject to the limitations set forth herein. Anything in this Section 10.11 to the contrary, no amendment, waiver, waiver or consent shall, unless in writing and signed by each Bank, do any shall be made with respect to Section 9 without the written consent of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereofAgent, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, waiver or consent shallshall amend, unless in writing and signed by the Agent in addition to each Bank, modify or otherwise affect the rights or duties of the Agent under any Loan Document. No failure or delay on Swingline Lender hereunder without the part prior written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesSwingline Lender.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 12.2 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 15.5 (and then such waiver the assignment or granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender’s consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required or contemplated under the Loan Documents): (a) waive any reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase extend any stated payment date for principal of or interest on the Commitment of any Bank or alter the term thereof, or subject any Bank Loans payable to any additional or extended obligationssuch Lender; (c) change the principal of, or rate of interest onrelease Borrower, any NoteJoinder Party, any Guarantor or any fees or other amounts payable hereunderparty from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 15.8); (d) postpone release or subordinate in whole or in part any date fixed material portion of the collateral given as security for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunderthe Loans; (e) change modify any of the provisions of this Section 12.2, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under the Loan Documents. Notwithstanding the foregoing provisions of this Section 13.2; and provided12.2, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Lenders, notification by Administrative Agent shall operate as a waiver to Borrower of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor ’s consent to any departure by of the Borrower therefrom shall matters set forth in any event be effective unless clauses (a) through and including (g) of the same preceding sentence shall be in writing, and then deemed to be the consent of each Lender to such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesmatter.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 87; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.212.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment (a) With the written consent of the Required Lenders, the Administrative Agent and the appropriate parties to the Loan Documents (other than the Lenders) may, from time to time, enter into written amendments, supplements or modifications thereof and, with the consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) reduce the rate, or extend the time of payment, of interest on any provision Loan or any Note (other than the applicability of any post-default increase in such rate of interest), (iii) reduce the amount or extend the time of payment of any installment of principal on any Loan required to be paid pursuant to Section 2.5, (iv) decrease or forgive the principal amount of any Loan or any Note, (v) reduce the amount, or extend the time of payment, of the Commitment Fee, (vi) consent to any assignment or delegation by the Borrower or any Subsidiary, or any other Loan Party, of any of its rights or obligations under any Loan Document, nor consent to (vii) release all or substantially all of the obligations of any departure by Loan Party under the Borrower therefromCollateral Documents, shall (viii) release any collateral or any security interest therein (other than in connection with (A) a Disposition permitted under Section 7.3 or (B) any event be effective unless release specifically provided for in the same shall be in writing and signed by Collateral Documents), (ix) change the Borrower and provisions of Sections 2.5, 3.5, 3.6, 3.7, 3.8, 3.10, 5.1, 5.2, 9.1(a), 10.1 or 10.7(a), or (x) change the Majority Banksdefinition of Required Lenders, and then provided further that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedamend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 9 or other wise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in bind ing upon the specific instance parties to the applicable agreement, the Lenders, the Administrative Agent and for all fu future holders of the purpose for which givenNotes. No notice In the case of any waiver, the parties to the applicable agreement, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment Except as otherwise expressly provided in this Agreement, any consent or waiver approval required or permitted by this Agreement may be given, and any term of this Agreement or of any provision of any Loan Documentother instrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefrom, shall or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific a particular instance and for either retroactively or prospectively) with, but only with, the specific purpose for which given; provided, however, that no amendment, waiver, or written consent shall, unless in writing and signed by each Bank, do any of the followingRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) waive any a reduction in the rate of interest on the conditions specified in Section 8Notes (other than a reduction or waiver of default interest); (b) an increase in the Commitment amount of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligationsCommitments of the Lenders (except as provided in §2.11 and §18.1); (c) change a forgiveness, reduction or waiver of the principal of, or rate of interest on, any Note, unpaid Loan or any fees interest thereon (other than a reduction or other amounts waiver of default interest) or fee payable hereunderunder the Loan Documents; (d) postpone a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of, of or interest onon the Loan; (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the 114 release of the Borrower, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, Collateral or any of themthe Guarantors, except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Agent in addition Borrower other than based on its Commitment Percentage; (k) an amendment to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver this §27; (l) an amendment of any provision of this Agreement or the Note nor Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (m) an amendment of the definition of Change of Control or waiver of any Change of Control. The provisions of §14 may not be amended without the written consent of the Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any departure by the Borrower therefrom shall in right to approve or disapprove any event be effective unless the same shall be in writingamendment, and then such waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be effective only requested by KeyBank and KCM in connection with the specific instance and for syndication of the purpose for which givenLoan, provided that no such amendment or modification affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand on upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, Document nor consent to any departure by the Borrower therefrom, any Loan Party therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of an amendment to cure any ambiguity, omission, defect or inconsistency, signed by the Borrower Administrative Agent and the Majority BanksBorrower, (y) in the case of any such waiver or consent, signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and (z) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (A) no amendment, waiver, waiver or consent shall, unless in writing and signed by each BankLender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following: (ai) waive any condition specified in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit) or 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit), except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 83.1 (Conditions Precedent to Initial Loans and Letters of Credit), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions); (bii) increase the Revolving Credit Commitment of any Bank or alter the term thereof, such Lender or subject any Bank such Lender to any additional or extended obligationsobligation; (ciii) change extend the principal ofscheduled final maturity of any Loan owing to such Lender, or rate of interest onwaive, any Note, reduce or any fees or other amounts payable hereunder; (d) postpone any scheduled date fixed for any the payment or reduction of principal ofor interest of any such Loan or fees owing to such Lender (it being understood that Section 2.8 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment; (iv) reduce, or interest onrelease the Borrower from its obligations to repay, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, Loan or Reimbursement Obligation owing to such Lender (other than by the number payment or prepayment thereof); (v) reduce the rate of Banks which shall be interest on any Loan or Reimbursement Obligation outstanding and owing to such Lender or any fee payable hereunder to such Lender; (vi) postpone any scheduled date fixed for payment of interest or fees owing to such Lender or waive any such payment; (vii) change the aggregate Ratable Portions of Lenders required for Banks, any or any of them, all Lenders to take any action hereunder; (viii) release all or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties substantially all of the Agent under any Loan Document. No failure Collateral except as provided in Section 9.8 (Release of Collateral) or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between release the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of from its payment obligation to such Lender under this Agreement or the Note nor consent Notes owing to such Lender (if any) or release any departure Subsidiary Guarantor from its obligations under the Guaranty except in connection with the sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) permitted by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such this Agreement (or permitted pursuant to a waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to of a transaction otherwise prohibited by this Agreement); or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.(ix) amend Section 9.8 (Release of Collateral), Section 10.7 (

Amendments, Waivers, Etc. No amendment (1) Subject to any consents required pursuant to this Section 12.2 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or waiver authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by an instrument in writing signed by Borrower and Administrative Agent; provided that, Administrative Agent may (without any Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any provision collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 14.5 (and the assignment or granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any Loan Documentof the foregoing), nor except that Administrative Agent will not, without the consent of each Lender, agree to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or following (provided that no Lender's consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required or contemplated under the Loan Documents): (a) waive any reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase extend any stated payment date for principal of or interest on the Commitment of any Bank or alter the term thereof, or subject any Bank Loans payable to any additional or extended obligationssuch Lender; (c) change the principal of, or rate of interest onrelease Borrower, any Note, Guarantor or any fees or other amounts payable hereunderparty from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 14.8); (d) postpone release or subordinate in whole or in part any date fixed material portion of the collateral given as security for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunderthe Loans; (e) change modify any of the provisions of this Section 12.2, the definition of "Majority Lenders" or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend this Section 13.2; consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed (ii) the incurrence by Borrower of any additional indebtedness secured by the Agent Project, in addition each case to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower extent (and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 11.2. Section 13.3 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Controlling Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower Borrowers and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from the Administrative Agent’s standard of care described in Section 13.5 (and then such waiver the assignment or granting of a participation by any Lender shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not (provided that no Lender’s consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required under the Loan Documents): (a) waive any without the consent of each Lender affected thereby, agree to reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase without the Commitment consent of each Lender: (i) modify any Bank of the provisions of this Section, the definition of “Controlling Lenders” or alter any other provision in the term thereofLoan Documents specifying the number or percentage of Lenders required to waive, amend or subject modify any Bank rights thereunder or make any determination or grant any consent thereunder or (ii) extend any stated Payment Date for principal of or interest on the Loans payable to any additional such Lender; or extended obligations; (c) change without the principal of, or rate consent of interest on, any Note, the Controlling Lenders: (i) release the Borrower or any fees other party from liability under the Loan Documents, (ii) release or other amounts payable hereunder; (d) postpone subordinate in whole or in part any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage material portion of the Commitments collateral given as security for the Loans, (iii) modify the terms of any Event of Default, (iv) take any actions or exercise any remedies with respect to such Event of Default (other than any actions which the Administrative Agent believes should be taken to protect the rights of the Administrative Agent (on behalf of the Lenders) or of the aggregate unpaid principal amount Lenders under the Loan Documents on an emergency basis and within the Administrative Agent’s standard of care described in Section 13.5) or (v) consent to (A) the sale, transfer or encumbrance of any Noteportion of any Individual Property (or any interest therein) or any direct or indirect ownership interest therein, or provided that the number of Banks which Administrative Agent shall not be required for Banks, to obtain the prior consent of the Lenders to any Release or any of them, to take any action hereunder; other sale or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed transfer which is expressly permitted by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision terms of this Agreement if the conditions to such Release or other sale or transfer set forth herein have been satisfied or (B) the Note nor consent incurrence by Borrower of any additional indebtedness secured by any Individual Property, in each case to the extent (and subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then PROVIDED that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (PROVIDED that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan or any Note (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which each Lender. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be required for Banks(A) amend, modify or waive any provision of Section 10 or otherwise change any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties obligations of the Administrative Agent under any Loan Document. No failure Document without the written consent of the Administrative Agent or delay on (B) change the part amount or the time of payment of any Bank Competitive Bid Loan or interest thereon without the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise written consent of any the Lender holding such right or powerCompetitive Bid Loan. Any such amendment, or any abandonment or discontinuance of steps to enforce such a right or powersupplement, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall be effective only in (A) amend, modify or waive any provision of Section 10 or otherwise change any of the specific instance and for rights or obligations of the purpose for which given. No notice to Administrative Agent, the Issuer or demand on the Borrower in Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case shall entitle may be, (B) change the Borrower to Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or further notice provision which relates to the Letter of Credit Commitment or demand in similar the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other circumstances.term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes and the Reimbursement Obligations. In the case

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, PROVIDED that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (PROVIDED that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan or any Revolving Credit Note (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any principal on any Revolving Credit Loan or any Revolving Credit Note, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Revolving Credit Note, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, nor consent to any departure by (viii) change the Borrower therefromprovisions of this Section 11.1, shall in any event be effective unless (ix) change the same shall be in writing and signed by definition of Required Lenders, (x) change the Borrower and several nature of the Majority Banksobligations of the Lenders, and then or (xi) change the sharing provisions among Lenders. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Administrative Agent under any Loan Document. No failure Document without the written consent of the Administrative Agent or delay on (B) change the part amount or the time of payment of any Bank Competitive Bid Loan or interest thereon without the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise written consent of any the Lender holding such right or powerCompetitive Bid Loan. Any such amendment, or any abandonment or discontinuance of steps to enforce such a right or powersupplement, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenNotes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank Subject to any additional or extended obligations; (c) change the principal of, or rate consents required pursuant to this Section 11.2 and any other provisions of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees this Agreement (including, without limitation, Section 2.3(e)), and any feeother Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by an instrument in writing signed by Borrower and Administrative Agent; provided that, Administrative Agent may (without any Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other amounts rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender's consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (a) reduce the principal amount of the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest on the Loans payable hereunderto such Lender; (c) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 11.24 and any resigning Administrative Agent pursuant to Section 13.8); (d) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans; (e) change modify any of the provisions of this Section, the definition of "Majority Lenders" or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend this Section 13.2; consent to (i) the sale, transfer or encumbrance of any portion of the Property (or any interest therein) or any direct or indirect ownership interest therein and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed (ii) the incurrence by Borrower of any additional indebtedness secured by the Agent Property, in addition each case to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower extent (and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment or waiver of Neither this Agreement, any provision of any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 11.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, consents, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any departure by provisions to this Agreement or the Borrower therefrom, shall other Loan Documents or changing in any event be effective unless manner the same shall be rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in writing such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenits consequences; provided, however, that no amendment, waiver, any such amendment or waiver to the terms and conditions of Section 5.1 shall be subject only to the consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8Required Revolving Credit Lenders; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no such waiver and no such amendment, consent, supplement or modification shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial covenant in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Credit Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 11.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guaranty and Security Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.13 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Section 10.1 or any other provision of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent; (viii) amend, modify or waive any provision of Section 2.3 without the written consent of the Swingline Lender; or (ix) amend, modify or waive any provision of Section 2.4 without the written consent of the L/C Issuer. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Incremental Facility Amendments in accordance with Section 2.21, and Extension Amendments in accordance with Section 2.22. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Required Lenders, the Administrative Agent under and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any Loan Documentdetermination of the Required Lenders and Majority Facility Lenders. No failure or delay on In addition, notwithstanding the part foregoing, this Agreement may be amended with the written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or powerAgents, or any abandonment or discontinuance of steps to enforce such a right or powerHoldings, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or any Bank portion of outstanding Term Loans or any tranche thereof (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. In addition, notwithstanding anything to the contrary contained herein, if following the Closing Date, the Administrative Agent and the Borrower shall operate as have jointly identified any error or omission of a waiver of any right of any Bank technical or the Agent. No modification or waiver of immaterial nature, in each case, in any provision of this Agreement or any other Loan Document, then the Note nor Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Borrower therefrom shall in any event be effective unless Required Lenders within five Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on IntraLinks/IntraAgency with notice of such posting by the same Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment. reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in writingfull of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and then hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesa proceeding against such Conduit Lender during such period of forbearance.

Amendments, Waivers, Etc. No amendment or waiver of ------------------------ any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, -------- ------- waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 87; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.212.2; and provided, further, -------- ------- that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment Any consent or waiver approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any provision term of this Credit Agreement, the other Loan Documents or any Loan Documentother instrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefromor any of its Subsidiaries of any terms of this Credit Agreement, shall the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in any event be effective unless a particular instance and either retroactively or prospectively) with, but only with, the same shall be in writing and signed by written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest onon the Notes, the timing of any Noteregularly scheduled payment date for principal, interest or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment fees, the term of principal ofthe Notes, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage amount of the Commitments or of the aggregate unpaid principal Banks and the amount of Commitment Fee or Letter of Credit Fees hereunder may not be changed without the written consent of the Borrower and the written consent of each Bank affected thereby (except that the Commitments may be changed pursuant to and in connection with assignments made in accordance with 18 hereof); the definition of Majority Banks may not be amended without the written consent of all of the Banks; the amount of any Note, Letter of Credit Fees payable for the Issuing Bank's account may not be amended without the written consent of the Issuing Bank; the amount of the Agent's Fee and 14 may not be amended without the written consent of the Agents; no release of any guaranty of the Obligations or release of the Liens (except pursuant to Section 28) in favor of the Banks or the number Agents for the benefit of the Banks which on any material portion of the Collateral shall be required for occur without the consent of all of the Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, this sentence may not be waived or modified except with the written consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of all of the Agent under any Loan DocumentBanks. No failure waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agents or any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event otherwise be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenprejudicial thereto. No notice to or demand on upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. 26.

Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document, nor Document (other than the Secured Hedging Agreements) and no consent to any departure by the any Borrower therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency, by the Borrower Administrative Agent and the Majority BanksBorrowers, (2) in the case of an amendment granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Administrative Agent and each Borrower directly affected thereby, (3) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), and then such waiver or consent shall be effective only (4) in the specific instance case of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and for the specific purpose for which givenBorrowers; provided, however, that no amendment, waiver, consent or consent waiver described in clause (3) or (4) above shall, unless in writing and signed by each BankLender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following: (a) waive any of the conditions condition specified in Section 83.1, except any condition referring to any other provision of any Loan Document; (b) increase the Commitment of any Bank or alter the term thereof, such Lender or subject any Bank such Lender to any additional obligation; reduce (including through release, forgiveness, assignment or extended obligations; otherwise) (cA) change the principal amount of, or the interest rate of interest on, any Note, or any fees obligation of any Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article V or in any definition set forth therein or principally used therein; waive or postpone any scheduled maturity date or other amounts payable hereunder; (d) postpone any scheduled date fixed for any payment the payment, in whole or in part, of principal ofof or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.4, or interest onto the application of any payment, including as set forth in Section 2.6; except as provided in Section 10.10, release any Note, material portion of the Collateral (it being acknowledged and understood that any Facility shall be deemed a material portion of the Collateral); reduce or increase the proportion of Lenders required for the Lenders (or any fees (including, without limitation, any feesubset thereof) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunderhereunder or change the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or amend Section 10.10 (fRelease of Collateral), Section 11.9 (Sharing of Payments) amend or this Section 13.211.1; and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.6(b) (Application of Mandatory Prepayments) to, and any modification of the application of any such payment to, the Term Loans shall require the consent of the Required Lenders, (B) any change to the definition of the term “Required Lender” shall require the consent of the Required Lenders and (y) no amendment, waiverwaiver or consent shall affect the rights or duties under any Loan Document of, or consent shallany payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Agent Administrative Agent, such SPV in addition to each Bank, affect any signature otherwise required and (z) the rights or duties consent of the Agent under Borrowers shall not be required to change any Loan Documentorder of priority set forth in Section 2.6. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or poweramendment, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or any Loan Document altering the Note nor consent ratable treatment of Obligations arising under Secured Hedging Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any departure by Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the Borrower therefrom shall terms hereof), in each case in a manner adverse to any event be effective unless the same shall be in writingSecured Hedging Counterparty, and then such waiver or consent shall be effective only without the written consent of such Secured Hedging Counterparty or, in the specific instance and for case of a Secured Hedging Agreement provided or arranged by the purpose for which given. No notice to Administrative Agent or demand on an Affiliate thereof, the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesAdministrative Agent.

Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, Document nor consent to any departure by the Borrower therefrom, any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Borrower and Requisite Lenders (or by the Majority BanksAdministrative Agent with the consent of the Requisite Lenders) and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by each BankLender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following: (ai) waive any condition specified in Section 3.1 (Conditions Precedent) except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 83.1(Conditions Precedent), subject to the provisions of Section 3.2 (Determinations of Initial Borrowing Conditions); (bii) increase the Commitment of any Bank or alter the term thereof, such Lender or subject any Bank such Lender to any additional or extended obligationsobligation; (ciii) change extend the principal ofscheduled final maturity of any Term Loan owing to such Lender, or rate of interest onwaive, any Note, reduce or any fees or other amounts payable hereunder; (d) postpone any scheduled date fixed for any the payment or reduction of principal of, or interest on, of any Note, such Term Loan or any fees owing to such Lender (including, without limitation, any feeit being understood that Section 2.6 (Mandatory Prepayments) or other amounts payable hereunderdoes not provide for scheduled dates fixed for payment); (eiv) change reduce the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, Term Loan owing to such Lender (other than by the payment or prepayment thereof); (v) reduce the number rate of Banks which shall be interest on any Term Loan outstanding and owing to such Lender or any fee payable hereunder to such Lender; (vi) postpone any scheduled date fixed for payment of such interest or fees owing to such Lender; (vii) change the aggregate Ratable Portions of Lenders required for Banks, any or any of them, all Lenders to take any action hereunder; (viii) release all or substantially all of the Collateral except as provided in Section 7.8 (Release of Collateral) or release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty except in connection with the sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or (fix) amend Section 7.8 (Release of Collateral), Section 8.7 (Sharing of Payments, Etc.), this Section 13.28.1 or either definition of the terms "Requisite Lenders" or "Ratable Portion"; and provided, further, that no amendment, waiver, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to each Bankthe Lenders required above to take such action, affect the rights or duties of the Administrative Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor other Loan Documents; and provided, further, that the Administrative Agent may, with the consent of the Borrower, amend, modify or supplement this Agreement or any other Loan Document (x) to cure any departure typographical error, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender, (y) to provide for the assumption of the Borrower's obligations under the Loan Documents by a successor to the Borrower therefrom shall in pursuant to Section 5.17 (Merger, Consolidation, or Sale of Assets) or (z) to make any event be effective unless change that would provide additional rights or benefits to the same shall be in writingLenders or that would not adversely affect the legal rights of any Lender under the Loan Documents. SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesINC.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 CVS Caremark Credit Agreement without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment (n) Subject to clause (E) of the second proviso below, no amendment, modification or waiver of any provision of this Agreement or any other Loan Document, Document nor consent to any departure by the Borrower therefrom, any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Borrower and Requisite Lenders (or by the Majority BanksAdministrative Agent with the consent of the Requisite Lenders) and, in the case of any amendment, by Xxxxxxxx, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver, waiver or consent shall, unless in writing and signed by each BankLender directly and adversely affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following: (aA) waive any of the conditions specified in Section 8[Reserved]; (bB) increase the Commitment of any Bank or alter the term thereof, such Lender or subject any Bank such Lender to any additional or extended obligationsobligation; (cC) change extend the principal ofscheduled final maturity of any Loan owing to such Lender, or rate of interest on, any Note, waive or any fees or other amounts payable hereunder; (d) postpone any scheduled date fixed for any the payment or reduction of principal of, or interest on, of any Note, or any fees such Loan (including, without limitation, any feeit being understood that Section 2.9 does not provide for scheduled dates fixed for payment) or other amounts payable hereunderfor the reduction of such Lender’s Commitment; 201 (eD) change reduce the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, Loan or Reimbursement Obligation owing to such Lender (other than by the number payment or prepayment thereof); (E) reduce the rate of Banks which shall be interest on any Loan or Reimbursement Obligations outstanding to such Lender or any fee payable hereunder to such Lender; (F) postpone any scheduled date fixed for payment of interest on any Loan or Reimbursement Obligations outstanding to such Lender or fees owing to such Lender; (G) change the aggregate Ratable Portions of Lenders required for Banks, any or any of them, all Lenders to take any action hereunder; (H) release all or substantially all of the Collateral except as provided in Section 10.8(b) or release Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) or as otherwise permitted by this Agreement or the Guaranty; (I) [Reserved]; or (fJ) amend Section 10.8(b), this Section 13.211.1, Section 11.8, any waterfall provision or the definition of “Ratable Portion”; provided that in connection with the addition to the Facilities of a new Tranche of loans, this Section 11.1 and the definition of “Ratable Portion” may be amended with the consent of the Administrative Agent in order to provide the lenders of such new Tranche of loans or commitments with voting rights proportionate to the commitments of such new lenders; provided, further, that [Reserved], no amendment, waiverwaiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(g) affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to each Bankthe Lenders required above to take such action, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.affect

Amendments, Waivers, Etc. No amendment Except as otherwise expressly provided in this Agreement or waiver any of the other Loan Documents: (i) each of the Loan Documents may be modified, amended or supplemented in any respect whatever only with the prior written consent or approval of the Required Banks and the Borrowers; and (ii) the performance or observance by the Borrowers of any provision of their covenants, agreements or obligations under any of the Loan Document, nor Documents may be waived only with the written consent to any departure by of the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Required Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendmentthe following changes shall require the written consent, waiver, agreement or consent shall, unless approval of all of the Banks: (A) any decrease in writing and signed by each Bank, do the amount of or postponement or subordination of the regularly scheduled or otherwise required payment date for any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees Obligations (including, without limitation, principal, interest and fees, but excluding Obligations under any fee) or other amounts payable hereunderInterest Rate Protection Agreement); (eB) change any decrease in the percentage of the Commitments interest rates or of the aggregate unpaid principal amount of any Notefees prescribed in this Agreement; (C) any increase in the Commitment or Commitment Percentage of any of the Banks, except as permitted by Section 2.7 or Section 9.10 or any modification, amendment or waiver of Section 2.7, provided that no Bank's Commitment may be increased without the consent of such Bank; (D) any release of all or any substantial part of the Collateral (except for any such releases of Collateral permitted or provided for in the Loan Documents); (E) any change in the definition of Required Banks; (F) the release of any Designated Co-Borrower whose GAAP total assets exceed $25,000,000 (exclusive of intercompany indebtedness) or the number release or termination of Banks which shall be required for Banks, any Subsidiary Guaranty of a Subsidiary whose GAAP total assets exceed $25,000,000 (exclusive of intercompany indebtedness) or the assignment of any of themthe Borrowers' rights and obligations hereunder (other than in connection with a merger permitted under Section 6.4(b); and (G) any change in the terms of this Section 9.8. Notwithstanding the foregoing, (i) in the event that any proposed change referred to take any action hereunder; in clauses (A) or (fB) amend this Section 13.2; above relates solely to the Revolving Credit Loans and providedthe Revolving Credit Commitments, furtherand not to Term Loan A or the Term Loan A Commitments, that no amendment, waiver, or such changes shall require only the written consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of all of the Agent under Banks having a Revolving Credit Commitment, (ii) in the event that any proposed change referred to in clauses (A) or (B) above relates solely to Term Loan Document. No failure A and the Term Loan A Commitment, and not to the Revolving Credit Loans or delay on the part Revolving Credit Commitments, such changes shall only require the written consent of all of the Banks having a Term Loan A Commitment, (iii) in the event that any proposed change referred to in clause (C) above relates solely to the Revolving Credit Commitments, and not to the Term Loan A Commitments, such changes shall require the written consent of the Required Banks and of any Bank or whose Revolving Credit Commitment is being increased, and (iv) in the Agent event that any proposed change referred to in exercising any power or right hereunder clause (C) above relates solely to the Term Loan A Commitment, and not to the Revolving Credit Commitments, such changes shall operate as a waiver thereof nor shall any single or partial exercise require the written consent of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower Required Banks and any Bank or the Agent shall operate as a waiver of any right of any Bank whose Term Loan A Commitment is being increased. Any change to Section IX or the Agent. No modification or waiver of any other provision of this Agreement affecting the rights or obligations of the Note nor Administrative Agent shall not be amended or modified without the prior written consent of the Administrative Agent; any change to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver Section 2.1(b) or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other provision of this Agreement affecting the rights or further notice obligations of the Swingline Lender shall not be amended or demand in similar modified without the prior written consent of the Swingline Lender; and any change to Section 2.17 or 2.18 or any other circumstancesprovision of this Agreement affecting the rights or obligations of the Issuing Bank shall not be amended or modified without the prior written consent of the Issuing Bank.

Amendments, Waivers, Etc. 7.1.1. No amendment or waiver of any provision of any Loan Document, nor this Agreement or consent to any departure by the Borrower therefromSeller, the Owner, the Servicer or the Subordinated Purchaser therefrom shall in any event be effective unless the same shall be in a writing and signed by the Borrower Owner, the Seller, the Servicer, the Subordinated Purchaser and the Majority Agent, as agent for the Purchasers and the Banks, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that so long as any Investor Certificates shall be outstanding, howeverno such amendment shall become effective unless (i) the Owner shall have delivered an Opinion of Counsel to the Agent and the Trustee to the effect that such amendment shall not materially and adversely affect the interests of the holders of the Investor Certificates or (ii) S&P and Moodx'x xxxll have notified the Owner, that no amendment, waiver, or consent shall, unless the Servicer and the Trustee in writing that such action will not result in a reduction or withdrawal of their respective ratings on any Investor Certificates. In addition, and signed by each Bankso long as any Investor Certificates shall be outstanding, do (y) if such amendment relates to any of the following: provisions of Article II hereof (aand regardless of whether an Opinion of Counsel has been delivered pursuant to clause (i) waive any of the conditions specified preceding sentence), S&P shall have notified the Owner, the Servicer and the Trustee in Section 8; writing that such action will not result in a reduction or withdrawal of its rating on any Investor Certificates, or (bz) increase if such amendment relates to any other provisions of this Agreement (other than an amendment the sole effect of which is to extend the Facility Termination Date or the Commitment Termination Date, to reduce the Purchase Limit or to modify the terms of any Bank or alter an Enhancement which is for the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage sole benefit of the Commitments or Receivables Purchase Interest under this Agreement), S&P shall have been given at least one Business Day's prior written notice of such amendment and S&P shall not have advised the aggregate unpaid principal amount of any Note, Owner or the number Servicer at the close of Banks business on the Business Day following receipt of such notice that such action would result in a reduction or withdrawal of its rating on any Investor Certificates. Defined terms which are incorporated herein by reference from the Pooling and Servicing Agreement shall not be required for Banks, altered or affected by any of them, subsequent amendment to take any action hereunder; or (f) amend this Section 13.2; the Pooling and provided, further, that no amendment, waiver, or consent shallServicing Agreement which relates to such terms, unless the Agent shall have consented in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Documentsuch amendment. 37 7.1.2. No failure or delay on the part of any Bank Purchaser, any Bank, the Subordinated Purchaser or the Agent to exercise, and no delay in exercising exercising, any power or right hereunder shall operate as a waiver thereof thereof; nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, hereunder preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesright.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then PROVIDED that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (PROVIDED that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest oninterest) without 56 the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument(which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the CVS Health Corporation 2018 364-Day Year Credit Agreement Administrative Agent under any Loan Document. No failure Document without the written consent of the Administrative Agent or delay on (B) change the part amount or the time of payment of any Bank Competitive Bid Loan or interest thereon without the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise written consent of any the Lender holding such right or powerCompetitive Bid Loan. Any such amendment, or any abandonment or discontinuance of steps to enforce such a right or powersupplement, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, if the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the CVS Health Corporation 2015 Credit Agreement several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of CVS Health Corporation 2018 Five Year Credit Agreement the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, if the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower shall have jointly identified an CVS Health Corporation 2018 Five Year Credit Agreement obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment Except as otherwise expressly provided in this Agreement, any consent or waiver approval required or permitted by this Agreement may be given, and any term of this Agreement or of any provision of any Loan Documentother instrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefrom, shall or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific a particular instance and for either retroactively or prospectively) with, but only with, the specific purpose for which given; provided, however, that no amendment, waiver, or written consent shall, unless in writing and signed by each Bank, do any of the followingRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) waive any a reduction in the rate of interest on the conditions specified in Section 8Notes (other than a reduction or waiver of default interest); (b) an increase in the Commitment amount of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligationsCommitments of the Lenders (except as provided in §2.11 and §18.1); (c) change a forgiveness, reduction or waiver of the principal of, or rate of interest on, any Note, unpaid Loan or any fees interest thereon (other than a reduction or other amounts waiver of default interest) or fee payable hereunderunder the Loan Documents; (d) postpone a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of, of or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunderon the Loan; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties an extension of the Agent under any Loan Document. No failure or delay on Maturity Date; (g) a change in the part manner of distribution of any Bank or payments to the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank Lenders or the Agent. No ; (h) the release of the Borrower, any Collateral or all or substantially all of the Guarantors except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification or waiver to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; (l) an amendment of any provision of this Agreement or the Note nor Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action, or (m) an amendment of the definition of Change of Control or waiver of any Change of Control. The provisions of §14 may not be amended without the written consent to any departure by of the Borrower therefrom shall in any event be effective unless the same Agent. There shall be no amendment, modification or waiver of any provision in writingthe Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, and then such nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be effective only requested by KeyBank and KCM in connection with the specific instance and for syndication of the purpose for which givenLoan, provided that no such amendment or modification affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand on upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.. 157 102175686\V-9 102175686\V-9 SEVERABILITY . The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. TIME OF THE ESSENCE . Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the other Loan Documents. NO UNWRITTEN AGREEMENTS . THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. REPLACEMENT NOTES . Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note. NO THIRD PARTIES BENEFITED . This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the Guarantors, the Lenders, the Agent, the Arranger and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans and issue Letters of Credit, are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders will refuse to make Loans or issue Letters of Credit in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the 158 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 Agent and the Lenders make no representations and assume no obligations as to third parties concerning the quality of any construction by the Borrower or any of its Subsidiaries of any development or the absence therefrom of defects. PATRIOT ACT . Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Loan or any Note (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of principal of, or interest on, on any Note, Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which each Lender. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be required for Banksamend, modify or waive any provision of Article 10 or otherwise change any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties obligations of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstances.Default or Event of Default, or impair any right consequent thereon. Table of Contents

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) CHAR1\1787260v5 if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written CVS Health Corporation 2017 Five Year Credit Agreement instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and for all future holders of the purpose for which givenLoans, the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to or demand on their former position and rights under the Borrower in Loan Documents, but any case Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Agent and the Credit Parties thereto may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents or the CVS Subordinated Note and, with the written consent of the Required Lenders, the Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or the CVS Subordinated Note or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any provision Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Loan Documentor any Note, nor (vi) decrease or forgive the principal amount of any Loan, any Note or any Reimbursement Obligation, (vii) consent to any departure assignment or delegation by a Credit Party of any of its rights or obligations under any Loan Document to which it is a party or the Borrower therefromCVS Subordinated Note (except as expressly contemplated by Section 8.4), shall in (viii) release either Guaranty or any event be effective unless Guarantor thereunder, (ix) change the same shall be in writing and signed by provisions of this Section 12.1, (x) change the Borrower and definition of Required Lenders, (xi) change the Majority Banksseveral nature of the obligations of the Lenders, and then or (xii) change the sharing provisions among Lenders. Notwithstanding the foregoing, no such amendment, 70 DRAFT 11/15/96 supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Agent, the Issuer or the Swing Line Lender under any Loan Document or the CVS Subordinated Note without the written consent of the Agent, the Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or rate change any other term or provision which relates to the Letter of interest on, any Note, Credit Commitment or any fees the Letters of Credit without the written consent of the Issuer or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no Swing Line Lender. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Agent and for all future holders of the purpose for which givenLoans and the Reimbursement Obligations. No notice In the case of any waiver, the Credit Parties, the Lenders and the Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer in connection therewith, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan or any Note (other than the applicability of any post‑default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Administrative Agent under any Loan Document. No failure Document without the written consent of the Administrative Agent or delay on (B) change the part amount or the time of payment of any Bank Competitive Bid Loan or interest thereon without the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise written consent of any the Lender holding such right or powerCompetitive Bid Loan. Any such amendment, or any abandonment or discontinuance of steps to enforce such a right or powersupplement, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment Any consent or waiver approval required or permitted by this Credit Agreement to be given by all of the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers of any provision terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Loan DocumentDefault or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, nor but only with, the written consent to any departure by of each of the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower Borrowers and the Majority Banks, and then such waiver or written consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of Majority Lenders. Notwithstanding the conditions specified in Section 8; (b) increase foregoing, the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest onon the Notes (other than 117 interest accruing pursuant to Section 5.11 following the effective date of any waiver by the Majority Lenders of the Default or Event of Default relating thereto and except with respect to any automatic Performance Adjustments), the definition of Maturity Date, all rates of interest (except with respect to any Noteautomatic Performance Adjustments), or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage amount of the Commitments or of the aggregate unpaid principal Lenders (except as contemplated by Section 2.3 and Section 19.10), and, except with respect to any automatic Performance Adjustments, the amount of any Note, commitment fee or Letter of Credit Fees hereunder may not be changed without the number written consent of Banks which shall each of the Borrowers and the written consent of all of the Lenders; the definition of Majority Lenders may not be required for Banks, amended without the written consent of all of the Lenders; this Section 26 may not be amended without the written consent of all of the Lenders; all or a material portion of the Collateral may not be released (except pursuant to Section 6.3) without the written consent of all of the Lenders; and the amount of the Agent's fee or any Letter of them, to take any action hereunder; or (f) amend this Credit Fees payable for the Agent's account and Section 13.2; and provided, further, that no amendment, waiver, or 15 may not be amended without the written consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan DocumentAgent. No failure waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Bank or the Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event otherwise be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenprejudicial thereto. No notice to or demand on upon the Borrower in any case Borrowers shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8Article VIII; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.213.02; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No Except for amendments provided for in Section 11.9 of the Principal Indenture, no amendment or waiver modification of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, this Disbursement Agreement shall in any event be effective unless the same shall be (i) approved in writing and signed by the Borrower Required Senior Creditors, (ii) the LOC Provider and the Majority BanksDebt Service Reserve Letter of Credit Provider shall have received written notice of such amendment or modification at least 15 days prior to the effectiveness thereof, and then (iii) if such waiver amendment or consent modification would reasonably be expected to have a material effect on the LOC Provider, or the Debt Service Reserve Letter of Credit Provider, the LOC Provider or the Debt Service Reserve Letter of Credit Provider, as the case may be, shall have approved such amendment (which approval shall not be effective only in the specific instance and for the specific purpose for which givenunreasonably withheld); provided, however, that no amendmentconsent of (nor, waiverfor the avoidance of doubt, or any Senior Creditor Certificate from) the Required Senior Creditors pursuant to clause (i) above (or, for the avoidance of doubt, any consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of Trustee, the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteTax Exempt Trustee, or the number of Banks which XXX) shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part purposes of any Bank amendment or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Disbursement Agreement to the extent that (1) such amendment or modification concerns the termination, amendment, modification, or replacement of any of the Debt Service Reserve LOC Reimbursement Agreement, the Reimbursement Agreement, or the Note nor Working Capital Facility to reflect a substitute provider(s) of any such facility and (2) such amendment or modification is permitted under Section 5.14(b) of the Indenture or Section 6.19(b) of the Authority Loan Agreement, as applicable, without the consent to of any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsuch Person, and then in such waiver or consent shall be effective only in case the specific instance Collateral Agent and for the purpose for which given. No notice to or demand Disbursement Agent may conclusively rely on the Borrower in any case certificates of the Partnership given pursuant to such Sections 5.14(b) and 6.19(b) and shall entitle enter into such amendment or modification of this Disbursement Agreement. Notwithstanding the Borrower to any other foregoing, no such amendment or further notice modification shall affect the rights, duties, obligations or demand in similar or other circumstancesliabilities of the Disbursement Agent without the written consent of the Disbursement Agent.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 11.2 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and then such waiver the assignment or granting of a participation by GECC of any interest in the Loans it may have shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of all of the Lenders, agree to the following (provided that no Lender's consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required under the Loan Documents): (a) waive any reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase extend any stated payment date for principal of or interest on the Commitment of any Bank or alter the term thereof, or subject any Bank Loans payable to any additional or extended obligationssuch Lender; (c) change release the principal of, or rate of interest on, any Note, Borrower or any fees or other amounts payable hereunderparty from liability under the Loan Documents; (d) postpone release or subordinate in whole or in part any date fixed material portion of the collateral given as security for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunderthe Loans; (e) change modify any of the provisions of this Section, the definition of "Majority Lenders" or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend this Section 13.2; consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed (ii) the incurrence by Borrower of any additional indebtedness secured by the Agent Project, in addition each case to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower extent (and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such consent of the Required Lenders shall be in writing required with respect to any Commitment Increase Supplement executed and signed by the Borrower and the Majority Banksdelivered pursuant to Section 2.12, and then provided further that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment or waiver of Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties and the Majority Lenders or by the Credit Parties and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) reduce the principal amount of any Loan Document, nor consent to any departure by or reduce the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest onthereon, or reduce any Notefees or other amounts payable hereunder, without the written consent of each Lender affected thereby, (ii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal , or reduce the amount of, waive or interest on, excuse any Note, or any fees (includingsuch payment, without limitationthe written consent of each Lender affected thereby, any fee) or other amounts payable hereunder; (eiii) change Sections 2.07 or 2.08 in a manner that would alter the percentage pro rata sharing of the Commitments or of the aggregate unpaid principal amount of any Notepayments required thereby, or the number priority of Banks which shall be required for Bankspayments set forth in such Sections, without the written consent of each Lender, (iv) waive any condition precedent to the Loans without the consent of each Lender, subject to Section 3.02, or (v) change any of them, to take any action hereunder; or (f) amend the provisions of this Section 13.2or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided, further, provided further that no amendmentsuch agreement shall amend, waiver, modify or consent shall, unless in writing and signed by the Agent in addition to each Bank, otherwise affect the rights or duties of the Administrative Agent under any Loan Document. No failure or delay on hereunder without the part prior written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver Except as otherwise provided above in this Section 9.01 with respect to this Agreement, the Administrative Agent may, with the prior written consent of any provision of this Agreement or the Note nor Majority Lenders (but not otherwise), consent to any departure by modification, supplement or waiver under any of the Borrower therefrom Operative Documents, provided that, without the prior consent of each Lender, the Administrative Agent shall in any event be effective unless the same shall be in writing, and then such waiver not (except as provided herein or consent shall be effective only in the specific instance and Security Documents) release any collateral security or otherwise terminate any Lien under any Security Documents providing for collateral security, agree to additional obligations being secured by such collateral security or alter the purpose for which given. No notice relative priorities of the obligations entitled to or demand on the Borrower in any case shall entitle benefits of the Borrower to any other or further notice or demand in similar or other circumstancesLiens created under the Security Documents.

Amendments, Waivers, Etc. No amendment amendment, modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Borrower Required Lenders and the Majority BanksBorrower, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless consented to in writing and signed by each BankLender, do any of the following: (a) waive increase any Commitment of any of the conditions specified in Section 8Lenders or subject the Agent or 180 any of the Lenders to any additional obligations; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change reduce the principal of, or rate of interest on, any NoteLoan, any Letter of Credit Exposure Amount or any fees or other amounts payable fee hereunder; (dc) waive or postpone any scheduled date fixed for any payment of principal of, or interest on, any NoteLoan, any Letter of Credit Exposure Amount or any fees (including, without limitation, any fee) fee or other amounts payable sum to be paid hereunder; (ed) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any Noteof the Loans, any Letter of Credit Exposure Amount, or the number of Banks Lenders which shall be required for Banks, the Lenders or any of them, them to take any action hereunderunder this Agreement; (e) increase the Borrowing Base advance rate for Net Amount of Eligible Receivables; (f) change any provision contained in Sections 2.2(d), 2.11, 10.9 or 10.10 hereof or this Section 10.11 or Section 10.16 hereof; (g) release the Borrower from liability for any of the Obligations; (h) release any Guarantor from any Guaranty; (i) other than as expressly permitted by this Agreement, release any Collateral for any of the Obligations having a value in excess of $500,000, as reasonably determined by the Agent; or (fj) amend change the definition of "Required Lenders" contained herein. Anything in this Section 13.2; and provided10.11 to the contrary, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in made with respect to Section 9 without the specific instance and for written consent of the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesAgent.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 87; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.212.2; and providedPROVIDED, furtherFURTHER, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 12.2 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5 (and then such waiver the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender’s consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required or contemplated under the Loan Documents): (a) waive any reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase extend any stated payment date for principal of or interest on the Commitment of any Bank or alter the term thereof, or subject any Bank Loans payable to any additional or extended obligationssuch Lender; (c) change the principal of, or rate of interest on, any Note, release Borrower or any fees or other amounts payable hereunderparty from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 14.8); (d) postpone release or subordinate in whole or in part any date fixed material portion of the collateral given as security for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunderthe Loans; (e) change modify any of the provisions of this Section, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend this Section 13.2; consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed (ii) the incurrence by Borrower of any additional indebtedness secured by the Agent Project, in addition each case to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower extent (and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Documentthis Agreement, nor and no consent to any departure by any party from the Borrower therefromprovisions of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission this Agreement, shall in any event be effective unless the same shall be in writing and signed by the Borrower Issuer and the Majority BanksSecurity Trustee, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of the Security Trustee to exercise, and no delay in exercising, any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof thereof; nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right right. In executing and delivering any amendment or powermodification to this Agreement, the Security Trustee shall be entitled to (i) an Opinion of Counsel stating that such amendment is authorized and permitted pursuant to the Indenture and this Agreement and that such amendment or modification complies with the terms thereof and hereof and (ii) an Officer’s Certificate stating that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied in full. No course of dealing between The foregoing provisions shall not apply to the Borrower execution and any Bank or the Agent shall operate as a waiver delivery of any right of supplement hereto as provided for herein (including, without limitation, any Bank Grantor Supplement or Collateral Supplement) to the Agent. No modification extent that any such supplement does not purport to amend, modify or waiver of waive any provision of this Agreement other than as contemplated by clauses (b) and (c) below. The Security Trustee and the Operating Bank may, but shall have no obligation to, execute and deliver any amendment or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification which would affect its duties, and then such waiver powers, rights, immunities or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesindemnities hereunder.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 11.2, Section 13.3 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Controlling Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower Borrowers and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from the Administrative Agent’s standard of care described in Section 13.5 (and then such waiver the assignment or granting of a participation by any Lender shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not (provided that no Lender’s consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required under the Loan Documents): (a) waive any without the consent of each Lender affected thereby, agree to reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase without the Commitment consent of each Lender: (i) modify any Bank of the provisions of this Section, the definition of “Controlling Lenders” or alter any other provision in the term thereofLoan Documents specifying the number or percentage of Lenders required to waive, amend or subject modify any Bank rights thereunder or make any determination or grant any consent thereunder or (ii) extend any stated Payment Date for principal of or interest on the Loans payable to any additional such Lender; or extended obligations; (c) change without the principal of, or rate consent of interest on, any Note, the Controlling Lenders: (i) release the Borrower or any fees other party from liability under the Loan Documents, (ii) release or other amounts payable hereunder; (d) postpone subordinate in whole or in part any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage material portion of the Commitments collateral given as security for the Loans, (iii) modify the terms of any Event of Default, (iv) take any actions or exercise any remedies with respect to such Event of Default (other than any actions which the Administrative Agent believes should be taken to protect the rights of the Administrative Agent (on behalf of the Lenders) or of the aggregate unpaid principal amount Lenders under the Loan Documents on an emergency basis and within the Administrative Agent’s standard of care described in Section 13.5) or (v) consent to (A) the sale, transfer or encumbrance of any Noteportion of any Individual Property (or any interest therein) or any direct or indirect ownership interest therein, or provided that the number of Banks which Administrative Agent shall not be required for Banks, to obtain the prior consent of the Lenders to any Release or any of them, to take any action hereunder; other sale or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed transfer which is expressly permitted by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision terms of this Agreement if the conditions to such Release or other sale or transfer set forth herein have been satisfied or (B) the Note nor consent incurrence by Borrower of any additional indebtedness secured by any Individual Property, in each case to the extent (and subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents (which, for the avoidance of any Loan Documentdoubt, nor shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default and signed by the Borrower and the Majority Banksits consequences, and then provided, that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank or alter Lender without the term thereofconsent of such Lender (provided, that no waiver of a Default shall be deemed to constitute such an increase), (ii) extend the Commitment Termination Date without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Bank to Loan or any additional or extended obligations; Note (cother than the applicability of any post-default increase in such rate of interest) change without the principal consent of each Lender directly affected thereby, (v) reduce the amount of, or rate extend the time of interest onpayment of, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of any principal of, or interest on, on any Note, Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 10.01 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which shall be required for Banks, or any of them, to take any action hereundereach Lender directly affected thereby; or (f) amend this Section 13.2; and provided, further, that no amendmentthe consent (not to be unreasonably withheld, waiverdelayed or conditioned) of the Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Notwithstanding the foregoing, or consent shall, unless in writing and signed by the Agent in addition to each Bankthe receipt of the prior written consents of the Borrower and the Required Lenders, affect no such amendment, supplement, modification, waiver or consent shall amend, modify or waive any provision of Article IX or otherwise change any of the rights or duties obligations of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes; provided, that at the Borrower’s option, any amendment, waiver or modification may apply to only one Class, in which case only the specific instance specified number or percentage of Lenders of such Class shall be needed to approve such amendment, waiver or modification (e.g., the Required Lenders of that Class or all Lenders of that Class, as applicable). In the case of any waiver, the Borrower, the Lenders and for the purpose for which givenAdministrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. No notice Notwithstanding anything to or demand on the contrary in this Section 10.01, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any other Loan Document if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 10.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan or any Revolving Credit Note (other than the applicability of any post–default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any principal on any Revolving Credit Loan or any Revolving Credit Note, (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Revolving Credit Note, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, nor consent to any departure by (viii) change the Borrower therefromprovisions of this Section 11.1, shall in any event be effective unless (ix) change the same shall be in writing and signed by definition of Required Lenders, (x) change the Borrower and several nature of the Majority Banksobligations of the Lenders, and then or (xi) change the sharing provisions among Lenders. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Administrative Agent under any Loan Document. No failure Document without the written consent of the Administrative Agent or delay on (B) change the part amount or the time of payment of any Bank Competitive Bid Loan or interest thereon without the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise written consent of any the Lender holding such right or powerCompetitive Bid Loan. Any such amendment, or any abandonment or discontinuance of steps to enforce such a right or powersupplement, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenNotes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment or waiver of Neither this Agreement, any provision of any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, consents, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any departure by provisions to this Agreement or the Borrower therefrom, shall other Loan Documents or changing in any event be effective unless manner the same shall be rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in writing such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenits consequences; provided, however, that no such waiver and no such amendment, consent, supplement or modification shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Term Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the financial covenant in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guaranty and Security Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.10 without the written consent of the Required Lenders adversely affected thereby; (v) reduce the percentage specified in the definition of Required Lenders without the written consent of all Lenders, or (vii) amend, modify or waive any provision of Section 9.1 or any other provision of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Term Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter Extension Amendments in accordance with Section 2.17. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent shall, unless in writing and signed by each Bank, do any of the following: Required Lenders, the Administrative Agent and the Borrower (a) waive any to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the conditions specified accrued interest and fees in Section 8; respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) increase to include appropriately the Commitment Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or any Bank portion of outstanding Term Loans or alter any tranche thereof (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the term thereofaggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, or subject any Bank to any additional or extended obligations; (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) change the principal of, or rate weighted average life to maturity of interest on, any Note, or any fees or other amounts payable hereunder; such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) postpone any date fixed for any payment of principal ofall other terms applicable to such Replacement Term Loans shall be substantially identical to, or interest onless favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change period after the percentage latest final maturity of the Commitments or of Term Loans in effect immediately prior to such refinancing. In addition, notwithstanding anything to the aggregate unpaid principal amount of any Notecontrary contained herein, or if following the number of Banks which shall be required for BanksClosing Date, or any of them, to take any action hereunder; or (f) amend this Section 13.2; the Administrative Agent and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and shall have jointly identified any Bank error or the Agent shall operate as omission of a waiver of any right of any Bank technical or the Agent. No modification or waiver of immaterial nature, in each case, in any provision of this Agreement or any other Loan Document, then the Note nor Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement or any departure other Loan Document if the same is not objected to in writing by the Borrower therefrom shall in any event be effective unless Required Lenders within five Business Days following receipt of notice thereof. It is understood that posting such amendment electronically on IntraLinks/IntraAgency with notice of such posting by the same Administrative Agent to the Required Lenders shall be in writing, and then deemed adequate receipt of notice of such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesamendment.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time of payment of, interest on any Loan or any Note (other than the applicability of any post-default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of principal of, or interest on, on any Note, Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which each Lender. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be required for Banksamend, modify or waive any provision of Section 10 or otherwise change any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties obligations of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 11.2 and ------------ any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any -------- Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in Section 13.5 (and then such waiver the ------------ assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender's consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required under the Loan Documents): (a) waive any reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon (except that Administrative Agent may, without the Lenders' consent; waive the requirement that interest be paid at the Default Rate); (b) increase extend any stated payment date for principal of or interest on the Commitment of any Bank or alter the term thereof, or subject any Bank Loans payable to any additional or extended obligationssuch Lender; (c) change release the principal of, or rate of interest onBorrower, any Note, Guarantor or any fees or other amounts payable hereunderparty from liability under the Loan Documents; (d) postpone release or subordinate in whole or in part any date fixed material portion of the collateral given as security for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or the Loans other amounts payable hereunderthan in accordance with Section 2.9; (e) change modify any of the provisions of this Section, ----------- the definition of "Majority Lenders" or any other provision in the Loan Documents specifying the number or percentage of the Commitments Lenders required to waive, amend or of the aggregate unpaid principal amount of modify any Note, rights thereunder or the number of Banks which shall be required for Banks, make any determination or grant any of them, to take any action hereunderconsent thereunder; or (f) amend this Section 13.2; and providedconsent to (i) the sale, further, that no amendment, waiver, transfer or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part encumbrance of any Bank portion of a Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise incurrence by Borrower of any such right or poweradditional indebtedness secured by a Project, or any abandonment or discontinuance of steps in each case to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower extent (and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment Except as otherwise expressly provided in this Credit Agreement, any consent or waiver approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement or of any provision of any Loan Documentother instrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefromor the Guarantor of any terms of this Credit Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, shall in any event be effective unless but only with, the same shall be in writing and signed by written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest onon the Notes (other than interest accruing pursuant to Section 5.11.2 hereof following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), any Notethe term of the Notes, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage amount of the Commitments or of the aggregate unpaid principal Banks, the amount of any Notecommitment fee hereunder and the release of Collateral with a value in excess of $1,000,000, or may not be changed without the number written consent of the Borrower and the written consent of each Bank affected thereby; the definition of Majority Banks which shall may not be required for amended without the written consent of all of the Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or Section 15 hereof may not be amended without the written consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan DocumentAgent. No failure waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any either Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event otherwise be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenprejudicial thereto. No notice to or demand on upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment Except as otherwise expressly set forth in this Agreement (including Section 3.08), with the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents (which, for the avoidance of any Loan Documentdoubt, nor shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower therefromBorrower), shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or any Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided, that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided, that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Termination Date without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Bank to Loan or any additional or extended obligations; Note (cother than the applicability of any post-default increase in such rate of interest) change without the principal consent of each Lender directly affected thereby, (v) reduce the amount of, or rate extend the time of interest onpayment of, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of any principal of, or interest on, on any Note, Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 10.01 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which shall be required for Banks, or any of them, to take any action hereundereach Lender directly affected thereby; or (f) amend this Section 13.2; and provided, further, that no amendmentthe consent (not to be unreasonably withheld, waiverdelayed or conditioned) of the Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Notwithstanding the foregoing, or consent shall, unless in writing and signed by the Agent in addition to each Bankthe receipt of the prior written consents of the Borrower and the Required Lenders, affect no such amendment, supplement, modification, waiver or consent shall amend, modify or waive any provision of Article IX or otherwise change any of the rights or duties obligations of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 10.01, if the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any other Loan Document if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 10.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and providedPROVIDED, furtherFURTHER, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, this Agreement nor consent to any departure by the Borrower therefromSellers, the Servicer, the Purchaser or the Securitization Agent therefrom shall in any event be effective in whole or in part unless the same shall be amendment, waiver or consent is in writing and signed by (a) the Borrower Sellers and the Majority BanksPurchaser (with respect to an amendment), (b) the Purchaser or any THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. agent on its behalf (with respect to a waiver or consent by it), (c) the relevant Seller (with respect to a waiver or consent by the relevant Seller), (d) the Securitization Agent (with respect to a waiver or consent by it), or to the extent it affects the rights, duties or obligations of the Securitization Agent, and then then, in any such case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided. In each case, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank Credit Enhancer shall have consented to any additional such amendments, waivers or extended obligations; (c) change consents. For greater certainty, the principal of, or rate provisions of Article 9 may be amended without the consent of those Indemnified Parties whose interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change therein is held in trust by the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, Securitization Agent or the number of Banks which shall be required for BanksPurchaser, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by as the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesmay be.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Agent and the Credit Parties thereto may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents and, with the written consent of the Required Lenders, the Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall, without the consent of all of the Lenders (i) increase the Commitment Amount of any Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period, (iii) reduce the amount, or extend the time of payment, of the Fees, (iv) reduce the rate, or extend the time of payment of, interest on any provision Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest), (v) reduce the amount, or extend the time of payment of any payment of any Reimbursement Obligation or principal on any Loan Documentor any Note, nor (vi) decrease or forgive the principal amount of any Loan, any Note or any Reimbursement Obligation, (vii) consent to any departure assignment or delegation by a Credit Party of any of its rights or obligations under any Loan Document to which it is a party (except as expressly contemplated by Section 8.4), (viii) release either Guaranty or any Guarantor thereunder, (ix) change the Borrower therefromprovisions of this Section 12.1, shall in any event be effective unless (x) change the same shall be in writing and signed by definition of Required Lenders, (xi) change the Borrower and several nature of the Majority Banksobligations of the Lenders, and then or (xii) change the sharing provisions among Lenders. Notwithstanding the foregoing, no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Agent, the Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or rate change any other term or provision which relates to the Letter of interest on, any Note, Credit Commitment or any fees the Letters of Credit without the written consent of the Issuer or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no Swing Line Lender. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Agent and for all future holders of the purpose for which givenLoans and the Reimbursement Obligations. No notice In the case of any waiver, the Credit Parties, the Lenders and the Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary contained in this Section 12.1, the Aggregate Commitment Amount and a Lender's Commitment Amount may be changed to the extent provided in Section 2.13.

Amendments, Waivers, Etc. No amendment This Agreement and the Notes may not be amended, supplemented or waiver of any provision of any Loan Documentmodified, nor consent to any departure of its terms be waived, except by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and written instruments signed by the Borrower Company and the Majority BanksBanks (and, and then such waiver or consent shall be effective only in the specific instance and for case of any amendment, supplement, modification or waiver affecting Article IX hereof, each of the specific purpose for which givenAgents); provided, however, that no such amendment, waiversupplement, modification or waiver shall, without the written consent of all of the Banks: (i) extend the term of, or consent shallchange the amount of, unless in writing and signed by each Bank, do or change any of the following: (a) waive any provisions of ss.1.04 hereof with respect to the conditions specified in Section 8; (b) reduction or increase of, the Commitment of any Bank Bank, or alter change the term rate at which commitment or facility fees accrue hereunder or extend the time for payment thereof, or subject (ii) extend the maturity of any Bank to any additional or extended obligations; (c) Loan, change the principal of, or rate of interest on, any Notethereon, or affect in any fees way the terms of payment thereof, (iii) alter the definition of "Majority Banks", (iv) affect any provisions relating to Fixed Rate Loans, (v) alter this ss.8.07 or other amounts payable hereunder; ss.8.09(a), (dvi) postpone waive any date fixed for any payment condition specified in Article IV, (vii) waive an Event of principal of, Default under paragraph J or interest on, any Note, K of Article VII or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change modify the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; effect thereof or (fviii) waive or amend this Section 13.2any representation contained in Article VI; and provided, further, that no ss.1.03 and ss.1.08 hereof may be amended, supplemented or modified, and any of the terms thereof waived, by written instrument signed only by the Company and the Swingline Bank. Any such amendment, waiversupplement, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver so entered into shall apply equally to all of the Banks and any holder of the Notes and shall be binding upon all parties hereto. Any waiver hereunder shall be for such period and subject to such conditions as shall be specified in such written instrument. In the case of any provision waiver of this Agreement or the Note nor consent an Event of Default, such Event of Default shall be deemed to be cured and not continuing, but no such waiver shall extend to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar subsequent or other circumstancesEvent of Default or any right, power or privilege of the Banks hereunder in connection therewith.

Amendments, Waivers, Etc. No amendment Except as set forth in 4.7 or waiver in connection with a Post-Closing Facility Increase made in accordance with 18(g) and as set forth in subsections (a) and (b) below, any consent or approval required or permitted by this Credit Agreement to be given by the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers of any provision terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Loan DocumentDefault or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, nor but only with, the written consent to any departure by of the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower Borrowers and the Majority Bankswritten consent of the Required Lenders. Notwithstanding the foregoing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waivermodification or waiver shall be effective: without the written consent of the Borrowers and each Lender directly affected thereby: reduce or forgive the principal amount of any Revolving Credit Loans or Term Loan, as the case may be, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereofReimbursement Obligations, or subject any Bank to any additional or extended obligations; (c) change reduce the principal of, or rate of interest onon the Revolving Credit Loans or applicable Term Loan, any Noteas the case may be, or the amount of the Commitment Fee or Letter of Credit Fees; increase the amount of such Revolving Lender's Commitment or such Term Lender's Term Loan Amount, or extend the expiration date of such Revolving Credit Commitment; postpone or extend the Revolving Credit Loan Maturity Date or the Term Loan Maturity Date or any fees or other amounts payable hereunder; (d) postpone any date fixed regularly scheduled dates for any payment payments of principal of, or interest on, any Note, the Loans or Reimbursement Obligations or any fees (including, without limitation, any fee) Fees or other amounts payable hereunder; to such Lender (e) change it being understood that any vote to rescind any acceleration made pursuant to 13.1 of amounts owing with respect to the percentage Loans and other Obligations shall require only the approval of the Commitments Required Lenders); other than pursuant to a transaction permitted by the terms of this Credit Agreement, release all or substantially all of the aggregate unpaid principal Collateral (excluding, if any Borrower becomes a debtor under the federal Bankruptcy Code, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); amend or modify the provisions of 4.4 (Mandatory Prepayments of the Term Loan), 5.13 (Concerning Joint and Several Liability of the Borrowers) or 13.4 (Distribution of Collateral Proceeds); without the written consent of all of the Lenders, amend or waive this 26 or the definition of "Required Lenders"; without the written consent of the Administrative Agent, amend or waive 2.10 or 15, the amount or time of payment of any Note, or fees payable for the number of Banks which shall be required for Banks, Administrative Agent's account or any Letter of them, Credit Fees payable for the Administrative Agent's account or any other provision applicable to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan DocumentAdministrative Agent. No failure waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank or the Agent Lender in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event otherwise be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenprejudicial thereto. No notice to or demand on upon the Borrower in any case Borrowers shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (a) Subject to any departure consents required pursuant to this SECTION 11.02 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower Borrowers and the Majority BanksAdministrative Agent; PROVIDED that, the Administrative Agent may (without any Lender's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent's judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent's standard of care described in SECTION 13.05 (and then such waiver the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender's consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required under the Loan Documents): (a) waive any increase in the amount of the conditions specified in Section 8Commitments; (b) increase reduce the Commitment principal amount of any Bank the Loans or alter reduce the term thereof, or subject any Bank to any additional or extended obligationsinterest rate thereon; (c) change extend any stated payment date for principal of or interest on the principal of, or rate of interest on, any Note, or any fees or other amounts Loans payable hereunderto such Lender; (d) postpone any date fixed for any payment of principal of, or interest onrelease the Borrower, any Note, Guarantor or any fees (including, without limitation, any fee) or other amounts payable hereunderparty from liability under the Loan Documents; (e) change release or subordinate in whole or in part any material portion of the collateral given as security for the Loans; (f) modify any of the provisions of this Section, the definition of "Majority Lenders" or any other provision in the Loan Documents specifying the number or percentage of the Commitments Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (g) modify the terms of any Event of Default; (h) consent to (i) the sale, transfer or encumbrance of any portion of the aggregate unpaid principal amount Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by any Borrower of any Noteadditional indebtedness secured by the Project, or in each case to the number extent (and subject to any standard of Banks which shall be reasonability) such consent is required for Banks, or under the Loan Documents; (i) any extension of them, to take any action hereunderthe Maturity Date; or (fj) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only changes in the specific instance and for sharing provisions among the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLenders.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent (1) Subject to any departure consents required pursuant to this Section 12.2 and any other provisions of this Agreement and any other Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Borrower and the Majority BanksAdministrative Agent; provided that, the Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which the Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in the Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 16.5 (and then such waiver the assignment or granting of a participation by Eurohypo shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that the Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender’s consent shall be effective only in the specific instance and required for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: following which are otherwise required or contemplated under the Loan Documents): (a) waive any reduce the principal amount of the conditions specified in Section 8Loans or reduce the interest rate thereon; (b) increase extend any stated payment date for principal of or interest on the Commitment of any Bank or alter the term thereof, or subject any Bank Loans payable to any additional or extended obligationssuch Lender; (c) change the principal of, or rate of interest onrelease Borrower, any NoteJoinder Party, any Guarantor or any fees or other amounts payable hereunderparty from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.24 and any resigning Administrative Agent pursuant to Section 16.8); (d) postpone release or subordinate in whole or in part any date fixed material portion of the collateral given as security for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunderthe Loans; (e) change modify any of the provisions of this Section 12.2, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent (and subject to any standard of reasonability) such consent is required under the Loan Documents. Notwithstanding the foregoing provisions of this Section 13.2; and provided12.2, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Lenders, notification by Administrative Agent shall operate as a waiver to Borrower of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor ’s consent to any departure by of the Borrower therefrom shall matters set forth in any event be effective unless clauses (a) through and including (g) of the same preceding sentence shall be in writing, and then deemed to be the consent of each Lender to such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesmatter.

Amendments, Waivers, Etc. No amendment amendment, modification or waiver of ------------------------ any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by the Borrower or any of its Subsidiaries or Foreign Affiliates therefrom, shall in any event be effective unless the same shall be agreed or consented to in writing and signed by the Borrower Required Banks and the Majority BanksBorrower, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or -------- consent shall, unless consented to in writing and signed by each affected Bank, do any of the following: (a) waive increase any Commitment of any of the conditions specified in Section 8Banks or subject the Agent or any of the Banks to any additional obligations; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change reduce the principal of, or rate of interest on, any NoteAdvance, any Letter of Credit Exposure Amount or any fees or other amounts payable fee hereunder; (dc) waive or postpone any scheduled date fixed for any payment of principal of, or interest on, any NoteAdvance, any Letter of Credit Exposure Amount or any fees (including, without limitation, any fee) fee or other amounts payable sum to be paid hereunder; (ed) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any Noteof the Advances, any Letter of Credit Exposure Amount, or the number of Banks which shall be required for Banks, the Banks or any of them, them to take any action hereunderunder this Agreement; (e) increase any of the Borrowing Base advance rates above the respective percentages set forth in the definition of "Borrowing Base" in Section 1.1 hereof, or make any change in the definition of Eligible Receivables ----------- or Eligible Inventory that results in an increase in the assets or values of assets included in the Borrowing Base; (f) release the Borrower from liability for any of the Obligations; (g) release any Guarantor from any Guaranty; (h) other than as expressly permitted by this Agreement, release any Collateral for any of the Obligations; (i) waive any of the conditions specified in Section 4.1 ----------- hereof; or (fj) amend change the definition of "Required Banks" contained herein; and provided further that nothing herein shall affect, limit or restrict the Agent's -------- ------- right to establish, fix, reduce, increase or otherwise revise any standards of eligibility for Receivables and inventory or any Reserves, from time to time solely in the Agent's exclusive judgment. Anything in this Section 13.2; and provided10.12 to the contrary, further, that no amendment, waiver, waiver or consent shall----- shall be made with respect to Section 9 without the written consent of the --------- Agent. Notwithstanding any contrary provision hereof, unless in writing and signed if any Bank fails to consent to any of the above-described items requiring the unanimous consent of the Banks when such consent has been requested by the Agent in addition to each Bankand the Required Banks, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver be entitled to cause such non-consenting Bank to be replaced hereunder by an Eligible Assignee. In such event, such non-consenting Bank agrees to abide by the relevant provisions of any right Section 10.13 hereof in ------------- connection with the replacement of any such non-consenting Bank or by the Eligible Assignee secured by the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower Borrowers or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower applicable Loan Parties and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, waiver or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any NoteLoan, any Note or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any NoteLoan, any Note or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan, any Note or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; or (g) release any of the Collateral from the Liens of the Collateral Documents; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower Loan Parties and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note or any other Loan Document nor consent to any departure by the Borrower Loan Parties therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 11.1, (1) the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower may make amendments contemplated by Section 3.8(d) without the consent of any other Person party hereto and (2) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No (a) Unless otherwise specifically provided herein and subject to the terms and provisions of Sections 11.11(b) and 11.11(c) below, any provision of this Credit Agreement or any other Fundamental Document may be amended or waived if, but only if, such amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be is in writing and is signed by the Borrower Credit Parties and the Majority BanksRequired Lenders (and, and if the rights or duties of the Administrative Agent, any other Agent, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent is affected thereby, then by the Administrative Agent, such waiver other Agent, the Collateral Agent, the Tranche A Agent, or consent shall be effective only in the specific instance and for the specific purpose for which givenTranche A Collateral Agent (as applicable)); provided, however, that no amendment, waiver, such amendment or consent shall, unless in writing and signed by each Bank, do any of the following: waiver shall (a) waive any of the conditions specified in Section 8; (bi) increase the Revolving Credit Commitment of any Bank Revolving Credit Lender, without the prior written consent of such Revolving Credit Lender, (ii) increase the Total Senior Priority Commitment without the prior written consent of each Senior Priority Lender and each of the Required Restructured Lenders and the Required Tranche A Lenders, (iii) increase, reduce or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change forgive the principal ofamount of outstanding Terms Loans, Tranche A Loans, Revolving Credit Loans or Senior Priority Loans of any Lender, without the prior written consent of such Lender, (iv) reduce the rate of interest on, any NoteLoan, or reduce any fees or other amounts payable hereunder; specified herein, due to a Lender, in each case, without the prior written consent of such Lender, (dv) postpone extend the final maturity date of any Loan of any Lender, without the prior written consent of such Lender, (vi) extend any date fixed for any the payment of principal of, or any interest on, on any Note, Loans or any fees (includinghereunder due to a Lender, without limitationthe prior written consent of such Lender, (vii) release all or substantially all of the Collateral and the Mortgaged Real Property Assets (taken as a whole) from the Liens created by the Fundamental Documents, without the prior written consent of all the Lenders (it being understood and agreed that any fee) Lien on any asset sold or otherwise disposed of in accordance with, and as permitted by, the terms of this Credit Agreement (and not constituting all or substantially all of the Collateral and the Mortgaged Real Property Assets), may be released upon such sale or other amounts payable hereunder; disposition, without the further consent of any Lender), (eviii) change amend the percentage definition of "Required Lenders", the definition of "Super-Majority Lenders", the defintiion of "Ninety Percent Lenders" or the provisions of the Commitments first sentence of Section 2.19 hereof, without the prior written consent of all the Lenders, (ix) amend the definition of "Junior Securities" or Schedule 1C hereto, without the prior written consent of the aggregate unpaid principal amount Super-Majority Lenders, (x) amend Section 2.7(a) hereof to extend the date fixed for the one amortization payment of the Term Loans and Tranche A Loans set forth therein, without the prior written consent of the Ninety Percent Lenders, or (xi) release any Guarantor from its obligations hereunder, without the prior written consent of the Super-Majority Lenders; provided; that any Guarantor sold in accordance with the terms of this Credit Agreement shall be released upon any such sale without the further consent of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no Lender. No such amendment, waivermodification, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall amend Section 2.4 or Section 2.5 hereof or adversely affect the rights and obligations of any Issuing Bank hereunder without the prior written consent of such Issuing Bank. Each holder of a Loan or a Note hereunder shall be effective only in the specific instance bound by any amendment, modification, waiver or consent authorized as provided herein (whether or not any applicable Note shall have been marked to indicate such amendment, modification, waiver or consent); and for the purpose for which given. No notice to any consent by any holder of a Loan or demand on the Borrower in a Note shall bind any case shall entitle the Borrower to Person subsequently acquiring such Loan or Note (whether or not any other or further notice or demand in similar or other circumstancesapplicable Note is so marked).

Amendments, Waivers, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank Subject to any additional or extended obligations; (c) change the principal of, or rate consents required pursuant to this Section 11.2 and any other provisions of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees this Agreement (including, without limitation, Section 2.3(e)), and any feeother Loan Document which expressly require the consent, approval or authorization of the Majority Lenders, this Agreement and any other Loan Document may be modified or supplemented only by an instrument in writing signed by Borrower and Administrative Agent; provided that, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other amounts rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s judgment reasonably exercised, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 13.5 (and the assignment or granting of a participation by GECC shall not limit or otherwise affect its discretion in respect of any of the foregoing), except that Administrative Agent will not, without the consent of each Lender, agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (a) reduce the principal amount of the Loans or reduce the interest rate thereon; (b) extend any stated payment date for principal of or interest on the Loans payable hereunderto such Lender; (c) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 11.24 and any resigning Administrative Agent pursuant to Section 13.8); (d) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans; (e) change modify any of the provisions of this Section, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (f) modify the Commitments or of the aggregate unpaid principal amount terms of any Note, or the number Event of Banks which shall be required for Banks, or any of them, to take any action hereunderDefault; or (fg) amend this Section 13.2; consent to (i) the sale, transfer or encumbrance of any portion of the Property (or any interest therein) or any direct or indirect ownership interest therein and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed (ii) the incurrence by Borrower of any additional indebtedness secured by the Agent Property, in addition each case to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower extent (and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent subject to any departure by standard of reasonability) such consent is required under the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancesLoan Documents.

Amendments, Waivers, Etc. No amendment This Agreement and the Notes may not be amended, supplemented or waiver of any provision of any Loan Documentmodified, nor consent to any departure of its terms be waived, except by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and written instruments signed by the Borrower Company and the Majority BanksBanks (and, and then such waiver or consent shall be effective only in the specific instance and for case of any amendment, supplement, modification or waiver affecting Article IX hereof, each of the specific purpose for which givenAgents); provided, however, that no such amendment, waiversupplement, modification or waiver shall, without the written consent of all of the Banks: (i) extend the term of, or consent shallchange the amount of, unless in writing and signed by each Bank, do or change any of the following: provisions of 1.04 hereof with respect to the reduction or increase of, the Commitment of any Bank, or decrease the rate at which commitment or facility fees accrue hereunder or extend the time for payment thereof, (aii) amend, modify or waive any of the conditions specified in Section 8; provisions of 1.04(b) with respect to the reduction of Commitments resulting from a Change of Control or any of the provisions of 5.05(a), (biii) increase extend the Commitment maturity of any Bank or alter the term thereofLoan, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Notethereon, or affect in any fees way the terms of payment thereof, (iv) alter the definition of "Majority Banks", (v) affect any provisions relating to Fixed Rate Loans, (vi) alter this 8.07 or other amounts payable hereunder; 8.09(a), (dvii) postpone waive any date fixed for any payment condition specified in Article IV, (viii) waive an Event of principal of, Default under paragraph J or interest on, any Note, K of Article VII or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change modify the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; effect thereof or (fix) waive or amend this Section 13.2any representation contained in Article VI; and provided, further, that no 1.03 and 1.08 hereof may be amended, supplemented or modified, and any of the terms thereof waived, by written instrument signed only by the Company and the Swingline Bank. Any such amendment, waiversupplement, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver so entered into shall apply equally to all of the Banks and any holder of the Notes and shall be binding upon all parties hereto. Any waiver hereunder shall be for such period and subject to such conditions as shall be specified in such written instrument. In the case of any provision waiver of this Agreement or the Note nor consent an Event of Default, such Event of Default shall be deemed to be cured and not continuing, but no such waiver shall extend to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar subsequent or other circumstancesEvent of Default or any right, power or privilege of the Banks hereunder in connection therewith.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment CVS Health Corporation 2017 364-Day Credit Agreement of, interest on any provision Revolving Credit Loan or any Note (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Administrative Agent under any Loan Document. No failure Document without the written consent of the Administrative Agent or delay on (B) change the part amount or the time of payment of any Bank Competitive Bid Loan or interest thereon without the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise written consent of any the Lender holding such right or powerCompetitive Bid Loan. Any such amendment, or any abandonment or discontinuance of steps to enforce such a right or powersupplement, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingmodification, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to or demand on their former position and rights under the Borrower in Loan Documents, but any case Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications of the Loan Documents (which, for the avoidance of doubt, shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Administrative Agent may specify in such instrument (which terms and conditions shall have been agreed to by the Borrower), any of the requirements of the Loan Documents or any Default or any Event of Default and its consequences, provided that no such amendment, supplement, modification, waiver or consent shall (i) increase the Commitment Amount of any Lender without the consent of such Lender (provided that no waiver of a Default or Event of Default shall be deemed to constitute such an increase), (ii) extend the Commitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any provision Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post-default increase in such rate of interest) without the consent of each Lender directly affected thereby, (v) reduce the amount of, or extend the time of payment of, any payment of any Reimbursement Obligation or principal on any Revolving Credit Loan Documentor any Note without the consent of each Lender directly affected thereby, nor (vi) decrease or forgive the principal amount of any Revolving Credit Loan, any Note or any Reimbursement Obligation without the consent of each Lender directly affected thereby, (vii) consent to any departure assignment or delegation by the Borrower therefromof any of its rights or obligations under any Loan Document without the consent of each Lender, shall (viii) change the provisions of this Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or (xii) extend the expiration date of a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, in any event be effective unless addition to the same shall be in writing and signed by receipt of the prior written consents of the Borrower and the Majority BanksRequired Lenders, and then no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided(A) amend, however, that no amendment, waiver, modify or consent shall, unless in writing and signed by each Bank, do waive any provision of Section 10 or otherwise change any of the following: (a) waive any rights or obligations of the conditions specified in Section 8; Administrative Agent, any Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, such Issuer or the Swing Line Lender, as the case may be, (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (cB) change the principal ofLetter of Credit Commitment, change the amount or the time of payment of any Letter of Credit or any commission or fee payable to the Issuer thereof in connection therewith, or rate change any other term or provision which relates to the Letter of interest onCredit Commitment of such Issuer or the Letters of Credit issued thereby without the written consent of such Issuer, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitation, any fee) or other amounts payable hereunder; (eC) change the percentage Swing Line Commitment, change the amount or the time of payment of the Commitments Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the aggregate unpaid principal Swing Line Lender or (D) change the amount or the time of payment of any Note, Competitive Bid Loan or interest thereon without the number written consent of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no the Lender holding such Competitive Bid Loan. Any such amendment, waiversupplement, or consent shallmodification, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Issuers, the Administrative Agent and all future holders of the Loans, the Notes and the Reimbursement Obligations. In the case of any waiver, the Borrower, the Lenders, the Issuers and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (1) the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower may make amendments contemplated by Section 3.8(c) without the consent of any other CHAR1\1889946v5 Person party hereto, (2) in order to implement any ESG Amendment, this Agreement and the other Loan Documents may be amended in accordance with Section 2.14 with only the consent of the Borrower, the Sustainability Coordinator and the Required Lenders (as and to the extent provided in Section 2.14), (3) if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any party to any Loan Document (other than the Administrative Agent and the Borrower) if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof, and (4) this Agreement may be amended or demand in similar amended and restated without the consent of any specific Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated, as the case may be), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other circumstancesobligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any amendment, waiver or consent effected in accordance with this Section 11.1 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

Amendments, Waivers, Etc. No amendment or waiver of ------------------------ any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Banks, and then such waiver or consent shall be effective effec- tive only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or -------- ------- consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal of, or interest on, any Note, or any fees (including, without limitationlimita- tion, any fee) or other amounts payable hereunder; (e) change the percentage of the Commitments or of the aggregate unpaid principal princi- pal amount of any Note, or the number of Banks which shall be required for Banks, or any of them, to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no -------- ------- amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan Document. No failure or delay on the part of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Amendments, Waivers, Etc. No amendment Any consent or waiver approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any provision of any Loan Documentother instrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefromor any of its Subsidiaries of any terms of this Credit Agreement, shall the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in any event be effective unless a particular instance and either retroactively or prospectively) with, but only with, the same shall be in writing and signed by written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (b) increase the Commitment of any Bank or alter the term thereof, or subject any Bank to any additional or extended obligations; (c) change the principal of, or rate of interest on, on the Notes (other than interest accruing pursuant to Section 5.10.2 following the effective date of any Note, waiver by the Majority Banks of the Default or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment Event of principal of, or interest on, any Note, or any fees (including, without limitation, any feeDefault relating thereto) or other amounts payable hereunderthe amount of the Commitment Fee or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; (e) change the percentage amount of the Commitments or may not be increased without the written consent of the aggregate unpaid principal Borrower and of each Bank affected thereby; the Facility A Maturity Date and the Facility B Maturity Date may not be postponed without the written consent of each Bank affected thereby; this Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; no Guarantor and no substantial portion of any collateral security for the Obligations may be released, in each case without the written consent of all of the Banks; and the amount of any Note, or the number of Banks which shall be required for Banks, Agent's Fee or any Letter of them, to take any action hereunder; or (f) amend this Credit Fees payable for the Agent's account and Section 13.2; and provided, further, that no amendment, waiver, or 15 may not be amended without the written consent shall, unless in writing and signed by the Agent in addition to each Bank, affect the rights or duties of the Agent under any Loan DocumentAgent. No failure waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event otherwise be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which givenprejudicial thereto. No notice to or demand on upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. 27.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents and, with the written consent of any Loan Documentthe Required Lenders, nor consent the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default or Event of Default and signed by the Borrower and the Majority Banksits consequences, and then provided that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank Lender without the consent of such Lender (provided that no waiver of a Default or alter Event of Default shall be deemed to constitute such an increase), (ii) extend the term thereofCommitment Period without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject any Bank to any additional extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extended obligations; (c) change extend the principal time CVS Caremark 2013 Credit Agreement of payment of, interest on any Revolving Credit Loan, any Note or any Reimbursement Obligation (other than the applicability of any post‑default increase in such rate of interest oninterest) without the consent of each Lender directly affected thereby, any Note(v) reduce the amount, or any fees or other amounts payable hereunder; (d) postpone any date fixed for extend the time of payment of any payment of any Reimbursement Obligation or principal of, or interest on, on any Note, Revolving Credit Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteRevolving Credit Loan, or the number of Banks which shall be required for Banks, any Note or any Reimbursement Obligation without the consent of themeach Lender directly affected thereby, (vii) consent to take any action hereunder; assignment or (f) amend this Section 13.2; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed delegation by the Agent in addition to each Bank, affect the Borrower of any of its rights or duties of the Agent obligations under any Loan Document. No failure or delay on Document without the part consent of any Bank or each Lender, (viii) change the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise provisions of any such right or powerthis Section 11.1 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, (xi) change the sharing provisions among Lenders without the consent of each Lender directly affected thereby, or any abandonment or discontinuance (xii) extend the expiration date of steps to enforce a Letter of Credit beyond the Commitment Termination Date without the consent of each Lender. Notwithstanding the foregoing, no such a right or poweramendment, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingsupplement, and then such modification, waiver or consent shall (A) amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent, the Issuer or the Swing Line Lender under any Loan Document without the written consent of the Administrative Agent, the Issuer or the Swing Line Lender, as the case may be, (B) change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commissions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit without the written consent of the Issuer, (C) change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans without the written consent of the Swing Line Lender or (D) change the amount or the time of payment of any Competitive Bid Loan or interest thereon without the written consent of the Lender holding such Competitive Bid Loan. Any such amendment, supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only in binding upon the specific instance parties to the applicable Loan Document, the Lenders, the Administrative Agent and for all future holders of the purpose for which givenLoans and the Notes and the Reimbursement Obligations. No notice In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default or demand on the Borrower in any case Event of Default waived shall entitle the Borrower not extend to any other or further notice or demand in similar subsequent or other circumstancesDefault or Event of Default, or impair any right consequent thereon.

Amendments, Waivers, Etc. No amendment or waiver of Neither this Agreement nor any provision of any Loan Documenthereof may be waived, nor consent amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower Credit Parties and the Majority Banks, Lenders or by the Credit Parties and then such waiver or the Administrative Agent with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Lenders; provided, however, provided that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: such agreement shall (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment of any Bank or alter Lender without the term thereofwritten consent of such Lender, or subject any Bank to any additional or extended obligations; (cii) change reduce the principal of, amount of any Loan or reduce the rate of interest onthereon, or reduce any Notefees or other amounts payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of principal , or reduce the amount of, waive or interest on, excuse any Notesuch payment, or postpone the scheduled date of expiration of any fees (includingCommitment, without limitationthe written consent of each Lender affected thereby, any fee) or other amounts payable hereunder; (eiv) change Sections 2.07 or 2.08 in a manner that would alter the percentage pro rata sharing of the Commitments or of the aggregate unpaid principal amount of any Notepayments required thereby, or the number priority of Banks which shall be required for Bankspayments set forth in such Sections, without the written consent of each Lender, (v) waive any condition precedent to the Loans without the consent of each Lender, subject to Section 3.02, or (vi) change any of them, to take any action hereunder; or (f) amend the provisions of this Section 13.2or the definition of "Majority Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided, further, provided further that no amendmentsuch agreement shall amend, waiver, modify or consent shall, unless in writing and signed by the Agent in addition to each Bank, otherwise affect the rights or duties of the Administrative Agent under any Loan Document. No failure or delay on hereunder without the part prior written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver Except as otherwise provided above in this Section 9.01 with respect to this Agreement, the Administrative Agent may, with the prior written consent of any provision of this Agreement or the Note nor Majority Lenders (but not otherwise), consent to any departure by modification, supplement or waiver under any of the Borrower therefrom Operative Documents, provided that, without the prior consent of each Lender, the Administrative Agent shall in any event be effective unless the same shall be in writing, and then such waiver not (except as provided herein or consent shall be effective only in the specific instance and Security Documents) release any collateral security or otherwise terminate any Lien under any Security Documents providing for collateral security, agree to additional obligations being secured by such collateral security or alter the purpose for which givenrelative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents. No notice to or demand on Notwithstanding the Borrower in foregoing, an Incremental Term Loan Amendment shall not require the approval of any case shall entitle the Borrower to any Lender other or further notice or demand in similar or other circumstancesthan each Incremental Term Loan Assuming Lender.

Amendments, Waivers, Etc. No amendment With the written consent of the Required Lenders, the Administrative Agent and the Borrower may, from time to time, enter into written amendments, supplements or waiver modifications of any provision the Loan Documents (which, for the avoidance of any Loan Documentdoubt, nor shall require the prior written consent of the Borrower) and, with the written consent of the Required Lenders and the Borrower, the Administrative Agent on behalf of the Lenders may execute and deliver to any such parties a written instrument waiving or consenting to the departure by from, on such terms and conditions as the Borrower therefromAdministrative Agent may specify in such instrument, shall in any event be effective unless of the same shall be in writing requirements of the Loan Documents or any Default and signed by the Borrower and the Majority Banksits consequences, and then provided, that no such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Bank, do any of the following: (a) waive any of the conditions specified in Section 8; (bi) increase the Commitment Amount of any Bank or alter Lender without the term thereofconsent of such Lender (provided, that no waiver of a Default shall be deemed to constitute such an increase), (ii) extend the Commitment Termination Date without the consent of each Lender directly affected thereby, (iii) reduce the amount, or subject extend the time of payment, of the Fees without the consent of each Lender directly affected thereby, (iv) reduce the rate, or extend the time of payment of, interest on any Bank to Loan or any additional or extended obligations; Note (cother than the applicability of any post-default increase in such rate of interest) change without the principal consent of each Lender directly affected thereby, (v) reduce the amount of, or rate extend the time of interest onpayment of, any Note, or any fees or other amounts payable hereunder; (d) postpone any date fixed for any payment of any principal of, or interest on, on any Note, Loan or any fees Note without the consent of each Lender directly affected thereby, (including, without limitation, any feevi) decrease or other amounts payable hereunder; (e) change forgive the percentage of the Commitments or of the aggregate unpaid principal amount of any NoteLoan or any Note without the consent of each Lender directly affected thereby, (vii) consent to any assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender, (viii) change the provisions of this Section 10.01 without the consent of each Lender, (ix) change the definition of Required Lenders without the consent of each Lender, (x) change the several nature of the obligations of the Lenders without the consent of each Lender, or (xi) change the number sharing provisions among Lenders without the consent of Banks which shall be required for Banks, or any of them, to take any action hereundereach Lender directly affected thereby; or (f) amend this Section 13.2; and provided, further, that no amendmentthe consent (not to be unreasonably withheld, waiverdelayed or conditioned) of the Initial Arrangers only shall be required for any waiver or amendment of any condition precedent set forth in Section 5.01 or Section 5.02. Notwithstanding the foregoing, or consent shall, unless in writing and signed by the Agent in addition to each Bankthe receipt of the prior written consents of the Borrower and the Required Lenders, affect no such amendment, supplement, modification, waiver or consent shall amend, modify or waive any provision of Article IX or otherwise change any of the rights or duties obligations of the Administrative Agent under any Loan Document. No failure or delay on Document without the part written consent of any Bank or the Agent in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No course of dealing between the Borrower and any Bank or the Agent shall operate as a waiver of any right of any Bank or the Administrative Agent. No modification or waiver of any provision of this Agreement or the Note nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writingAny such amendment, and then such supplement, modification, waiver or consent shall apply equally to each of the Lenders and shall be effective only binding upon the parties to the applicable Loan Document, the Lenders, the Administrative Agent and all future holders of the Loans and the Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights under the Loan Documents, but any Default waived shall not extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything to the contrary in this Section 10.01, if the specific instance Administrative Agent and for the purpose for which given. No notice to or demand on the Borrower shall have jointly identified an obvious error, ambiguity, defect, inconsistency, omission or any error or omission of a technical nature, in each case, in any case shall entitle provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any other Loan Document if the same (x) does not adversely affect the rights of any Lender or further (y) is not objected to in writing by the Required Lenders to the Administrative Agent within five Domestic Business Days following receipt of notice thereof. Any amendment, waiver or demand consent effected in similar or other circumstancesaccordance with this Section 10.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.