Common use of Waivers, Amendments, Etc Clause in Contracts

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Credit.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any other Loan Document nor any terms hereof Agreement, including the closing conditions set forth herein, may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower Agent and the Required Lenders; provided, provided that no such changeamendment, waiver, discharge waiver or termination consent shall: (a) increase the Commitment of any Lender or subject a Lender to any additional obligations, without the written consent of each Lender (other than a Defaulting such Lender) with Obligations being directly affected thereby, (ib) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except of, or interest on, the Notes or any fees or other amounts payable to any Lender hereunder without the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate written consent of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder)such Lender, (iic) amendpostpone any date fixed for any payment of principal of, modify or waive interest on, the Notes or any provision fees or other amounts payable to any Lender hereunder without the written consent of this Section 10.1such Lender, (iiid) reduce change the percentage specified number of Lenders which shall be required for the Lenders or any of them to take any action hereunder, unless in writing and signed by all the definition of Required Lenders, (ive) consent discharge any Borrower from its obligations under the Loan Documents, unless in writing and signed by all the Lenders, (f) amend Section 2.8 or this Section 9.1, unless in writing and signed by all Lenders or (g) except as specifically permitted hereby or thereby, release or impair the security interest in any of the Collateral granted to the assignment or transfer by Borrower of any of its rights and obligations under this AgreementAdministrative Agent, (v) release Guarantor from for the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion benefit of the CollateralSecured Parties, exceptunder the Security Documents or discharge any Guarantor, unless in each casewriting and signed by all the Lenders; provided, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, thatthat no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note. No failure or delay on the part of the Administrative Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. 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 Required applicable Lenders required aboveother than Defaulting Lenders), no such change, waiver, discharge or termination shall except that (Ax) increase the Revolving Loan Commitments Commitment of any Defaulting Lender over the amount thereof then in effect may not be increased or extended without the consent of such Lender and (it being understood that waivers y) any waiver, amendment or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Issuer, amend, modify or waive any provision consent of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Creditsuch Defaulting Lender.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders", reduce any fees described in Article III or termination shallextend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan; or (d) affect adversely the interests, rights or obligations of the Agent shall be made without the consent of the Agent; provided, further, that no such changeamendment, waivermodification or waiver which would either increase any Commitment, discharge Commitment Amount or termination shall (A) increase the Revolving Loan Commitments Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of the Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentthe Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; PROVIDED, provided HOWEVER, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this SECTION 10.1, discharge change the definition of "REQUIRED LENDERS", reduce any fees described in ARTICLE III, change the schedule of reductions to the Commitments provided for in SECTION 2.3, release any collateral security except as otherwise specifically provided in any Loan Document or termination shallextend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan; or (d) affect adversely the interests, rights or obligations of any Agent as Agent shall be made without the consent of such Agent; PROVIDED, FURTHER, that no such changeamendment, waivermodification or waiver which would either increase any Commitment, discharge Commitment Amount or termination shall (A) increase the Revolving Loan Commitments Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of any Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentsuch Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither this Agreement nor Except as otherwise provided herein or in any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected therebyDocument, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except no amendment to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1Agreement or any of the other Loan Documents will in any event be effective unless the same is in writing and signed by the Borrower (and/or any Guarantor or other party thereto, as applicable), the Agent and the Majority Lenders (iiior the Agent with the written consent of the Majority Lenders) reduce the percentage specified in the definition and (ii) no waiver of Required Lendersany provision of this Agreement or any other Loan Document, (iv) or consent to the assignment or transfer any departure by Borrower of a Credit Party, any of its rights Subsidiaries or other party therefrom, will in any event be effective unless the same is in writing and obligations under this Agreement, signed by the Agent and the Majority Lenders (v) release Guarantor from or the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection Agent with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Majority Lenders). Any such amendment, waiver or consent will be effective only in the specific instance and for the specific purpose for which given; provided that, notwithstanding the foregoing provisions of this Section 11.1, any term or provision of Article X (other than the provisions of Section 10.6 pertaining to the Borrower’s consent) may be amended without the agreement or consent of, or prior notice to, a Credit Party or any of its Subsidiaries; provided that such amendment does not add any additional obligations or burdens on such Credit Party or such Subsidiary. No failure or delay on the part of the Agent or the Lenders required abovein exercising any power or right under any Loan Document shall operate as a waiver thereof, no such change, waiver, discharge nor shall any single or termination shall (A) increase the Revolving Loan Commitments partial exercise of any Lender over such power or right preclude any other or further exercise thereof or the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment exercise of any Lenderother power or right. No notice to or demand on the Borrower or any other Subsidiary in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or the Lenders under any Loan Document shall, and that an increase except as may be otherwise stated in the available portion of such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) ), or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor or the General Partner from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 7.1.7 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement, or (vii) amend any provision of this Agreement which provides for pro-rata contributions by or pro-rata payment to such affected Lender; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments Commitment Amounts of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment Amount of any Lender, and that an increase in the available portion of any Revolving Loan Commitment Amount of any Lender shall not constitute an increase of the Revolving Loan Commitment Amount of such Lender, and that any payments made pursuant to Sections 2.6 and 2.9 shall not constitute an increase of the Revolving Loan Commitment Amount of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Credit.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and by the Required Majority Lenders (or the Administrative Agent with the consent in writing of the Majority Lenders), provided provided, however, that no such change, waiver, discharge or termination supplemental agreement shall, without the consent of each Lender all of the Lenders: (other than a Defaulting Lender) with Obligations being directly affected thereby, (ia) extend the final scheduled maturity of any Revolving Loan or Note or extend reduce the Stated Expiry Date of any Letter of Credit beyond the Maturity Dateprincipal amount thereof, or reduce the rate or extend the time of payment of interest thereon; (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iiib) reduce the percentage specified in the definition of Required LendersMajority Lenders or required to direct the Administrative Agent and/or the U.S. Collateral Agent; (c) extend the Final Maturity Date or the Commitment Termination Date, (iv) consent or reduce the amount or extend the payment date for, any payments required hereunder, or increase the amount of the Commitment of any Lender hereunder, or change any term or provision of this Agreement relating to the assignment Stage 1 Project or transfer by permit the Borrower of any of to assign its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, Agreement except as provided in Section 7.1.9 12.8; (d) release any material Collateral or terminate the Credit Parties’ obligations under any Security Document; or (e) amend this Section 12.1. No failure or delay on the part of any Secured Party in connection with exercising any power or right under this Agreement or any other Loan Document shall operate as a Disposition waiver thereof, nor shall any single or refinancing that is partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on a Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under this Agreement or any other Loan Document shall, except as may be otherwise permitted pursuant stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Notwithstanding anything in this Section to the terms contrary, no amendment or waiver of this Agreement; provided further, that, Section 10 shall in addition to the consent any event be effective unless it is in writing and is signed by each of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase Administrative Agent and the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of CreditU.S. Collateral Agent.

Waivers, Amendments, Etc. (a) Neither No amendment or waiver of any provision of this Agreement nor or any other Loan Document nor any terms hereof or thereof (other than the Agency Fee Letter which may be changedamended solely by the terms thereof), waivedand no consent to any departure by the Borrower or any Guarantor therefrom, discharged or terminated shall be effective unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto Required Lenders and by the Required LendersBorrower or the applicable Guarantor, provided that as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that: (a) no such changeamendment, waiver, discharge waiver or termination consent shall, : (i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to this Agreement) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Article V or a waiver of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments or scheduled amortization and related amounts payable in connection therewith), interest, Repayment Premiums, fees or other amounts due to the Lenders (or any of them) without the written consent of each Lender entitled to receive such payment (it being understood that a waiver of any Default or Event of Default (or of any related default interest payable pursuant to Section 3.5) shall not constitute such a postponement); (iii) reduce the principal of, the rate of interest specified herein on or any Repayment Premium specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document (including, for the avoidance of doubt, the Exit Fee) without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except such reduction in connection with a waiver of applicability any Default, Event of Default (including, for the avoidance of doubt, any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except payable pursuant to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (iSection 3.5), so long as the primary purpose of the respective amendments mandatory prepayment, amortization payment or modifications amendment to the any financial definitions was not to reduce the interest or fees payable hereundercovenant), ; (iiiv) amend, modify (x) amend or waive any provision of Section 9.4, or (y) amend or waive any provision providing for the pro rata treatment of the Lenders, in each case, without the written consent of each Lender directly affected thereby; (v) change any provision of this Section 10.1, (iii13.1(a) reduce the percentage specified in or the definition of “Required Lenders, ” without the written consent of all the Lenders; or (ivvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementAgreement and the other Loan Documents, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Credit.or

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in a writing that is manually signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify the percentage of the Commitments or of the outstanding Obligations required for the Lenders, discharge or termination shallany of them, to take any action hereunder shall be made without the consent of each Lender; (b) modify this Section 11.1, change the definition of "REQUIRED LENDERS" or "APPLICABLE LENDERS", eliminate any requirement for a Borrowing Base, increase the Maximum Commitment Amount or the Percentage Share of any Lender, reduce any fees described in Article III, or extend any Commitment Termination Date shall be made without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, ; (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled payment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest on any Loan) or fees for purposes require participation in any Revolving Loan Letter of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection Credit with a Disposition or refinancing that is otherwise permitted pursuant to Stated Expiry Date later than the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination Stated Maturity Date shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of such Lender each Lender; or (it being understood that waivers d) affect adversely the interests, rights or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase obligations of the Revolving Loan Commitment Agent or the Collateral Agent, in its capacity as the Agent or Collateral Agent, respectively, shall be made without consent of the Agent or Collateral Agent, respectively. No failure or delay on the part of the Agent, the Collateral Agent, any Lender, and that an increase in any Issuer or the available portion holder of any Revolving Note in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall not constitute an increase entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender, any Issuer or the holder of the Revolving any Note under this Agreement or any other Loan Commitment of Document shall, except as may be otherwise stated in such Lender)waiver or approval, be applicable to subsequent transactions. No waiver or (B) without the consent of the Issuer, amend, modify approval hereunder shall require any similar or waive any provision of Sections 2.1.2, 2.1.4, dissimilar waiver or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of “Required Lenders”, reduce any fees described in Article III, change the schedule of reductions to the Commitments provided for in Section 2.3, release any collateral security except as otherwise specifically provided in any Loan Document or termination shallextend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan; or (d) affect adversely the interests, rights or obligations of any Agent as Agent shall be made without the consent of such Agent; provided, further, that no such changeamendment, waivermodification or waiver which would either increase any Commitment, discharge Commitment Amount or termination shall (A) increase the Revolving Loan Commitments Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of any Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentsuch Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrowers and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all of the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) (i) modify this Section 10.1, discharge (ii) change the definition of "Required Lenders", (iii) increase any Commitment Amount or termination shallthe Percentage of any Lender, (iv) reduce any fees described in Article III, (v) release all or any substantial part of the Collateral Property, except as otherwise specifically provided in any Loan Document, (vi) release any Guarantor or terminate any Guaranty, or (vii) extend any Commitment Termination Date or the Stated Maturity Date, in each case shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or any other Obligation (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest on any Loan) or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower amount of any of its rights and obligations under this Agreementfee, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveholder of that Note evidencing such Loan; (d) affect adversely the interests, no such change, waiver, discharge rights or termination shall obligations of the Administrative Agent qua the Administrative Agent or of the Issuer qua the Issuer (A) increase including any charge with respect to the Revolving Loan Commitments obligations of any Borrower or the Lender over with respect to the amount thereof then in effect Letter of Credit Liabilities) or of any Syndication Agent or Senior Managing Agent qua such Syndication Agent or Senior Managing Agent, respectively, shall be made without the consent of such Lender (it being understood that waivers or modifications of conditions precedentthe Administrative Agent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender)Issuer, or the relevant Agent, respectively; or (Be) modify Section 10.3 or 10.4 without the consent of the Issuer, amendthe Administrative Agent, modify the other Agents (to the extent that it is adversely affected), the Arranger (to the extent that it is adversely affected) and each Lender. No failure or waive delay on the part of any provision Agent, any Lender or the Issuer in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of Sections 2.1.2any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, 2.1.4any Lender or the Issuer under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or 2.6approval, be applicable to subsequent transactions. No waiver or alter its rights approval hereunder shall require any similar or obligations with respect dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of “Required Lenders”, reduce any fees described in Article III or termination shallextend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan; or (d) affect adversely the interests, rights or obligations of any Agent as Agent shall be made without the consent of such Agent; provided, further, that no such changeamendment, waivermodification or waiver which would either increase any Commitment, discharge Commitment Amount or termination shall (A) increase the Revolving Loan Commitments Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of any Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentsuch Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Agent (acting only at the direction or with the authority of the Required Lenders); provided, however, that no such amendment, modification or waiver which would: (a) Neither modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section, increase any Commitment Amount or the Percentage of any Lender, reduce any fees described in Article III, change the time for payment of fees to the Lenders described in Article III, release all or substantially all of the Collateral except as otherwise specifically provided in any Loan Document, release or limit any Obligor from its guarantee obligations under any Loan Document except as otherwise specifically provided therein, or alter in any manner the pro rata sharing of payments required hereunder, shall be made without the consent of any Lender affected thereby; (c) change the definition of "Required Lenders" or any other provision of this Agreement nor any or other Loan Document nor specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, shall be made without the consent of any Lender (or each Lender of such Class, as the case may be); (d) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment under clause (a) of Section 3.1.2 of principal of, or interest on, any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan) or extend any Commitment Termination Date without the consent of the holder of that Note evidencing such Loan; (e) change any provision of any Loan Document in a manner that by its terms hereof adversely affects the rights or thereof may obligations of Lenders of any Class differently than Lenders of any other Class, shall be changedmade without the consent of Non-Defaulting Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Class affected thereby; (f) affect adversely the interests, waived, discharged rights or terminated unless such change, waiver, discharge or termination is obligations of the Agent in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shallits capacity as Agent, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected therebythe Agent. Notwithstanding the foregoing, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Agent if (iiiA) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition such agreement the Commitment of each Lender not consenting to the consent of amendment provided for therein shall terminate upon the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent effectiveness of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, amendment and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without at the consent time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the Issuerprincipal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement No failure or delay on the part of the Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, amendnor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, modify any Lender or waive the holder of any provision Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The remedies provided in this Agreement are cumulative, and not exclusive of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Credit.remedies provided by law. SECTION 10.2

Waivers, Amendments, Etc. The provisions of this Agreement, including the closing conditions set forth herein, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Banks; provided, that no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (a) Neither waive any of the conditions specified in Article III, (b) increase the Commitments of the Banks or subject the Banks to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment, including any scheduled repayment, of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action hereunder, or (f) amend this Agreement nor Section 10.1 or (g) except as specifically permitted hereby or thereby, release or impair the security interest in any other Loan Document nor of the collateral granted to the Administrative Agent, for the benefit of the Banks, under the Security Documents or discharge any terms hereof Subsidiary Guarantor; provided, further, that no amendment, waiver or thereof may be changedconsent shall, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, Administrative Agent in addition to the consent Banks required above to take such action, affect the rights or duties of the Required Lenders required aboveAdministrative Agent under this Agreement or any Note. No failure or delay on the part of the Administrative Agent, no such change, waiver, discharge any Bank or termination shall (A) increase the Revolving Loan Commitments holder of any Lender over the amount thereof then Note in effect without the consent of such Lender (it being understood that waivers exercising any power or modifications of conditions precedentright under this Agreement or any Note shall operate as a waiver thereof, covenants, Defaults nor shall any single or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any Lender case shall not constitute an increase of the Revolving Loan Commitment of such Lender), entitle it to any notice or (B) without the consent of the Issuer, amend, modify demand in similar or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Creditother circumstances.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders", increase any Commitment Amount or termination shallthe Percentage of any Lender, reduce any fees described in Article III, change the schedule of reductions to the Commitments provided for in Section 2.3, release any collateral security except as otherwise specifically provided in any Loan Document or extend any Commitment Termination Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveholder of that Note evidencing such Loan; or (d) affect adversely the interests, no such changerights or obligations of the Agent as Agent, waiver, discharge any Managing Agent as Managing Agent or termination any Co-Agent as Co-Agent shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of such Lender (it being understood that waivers Agent, Managing Agent or modifications of conditions precedent, covenants, Defaults Co-Agent. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Loan Commitment Agent, any Lender or the holder of any LenderNote in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, and that an increase in the available portion nor shall any single or partial exercise of any Revolving Loan Commitment such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; PROVIDED, provided HOWEVER, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this SECTION 10.1, discharge change the definition of "REQUIRED LENDERS," increase any Commitment Amount or termination shallthe Percentage of any Lender, reduce any fees described in ARTICLE 3, change the schedule of reductions to the Commitments provided for in SECTION 2.2.2, release any collateral security, except as otherwise specifically provided in any Loan Document or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Administrative Agent QUA the Administrative Agent shall be made without consent of the Administrative Agent. No failure or delay on the part of the Administrative Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. 11.1 The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Majority Lenders; provided, however, that no such amendment, modification or waiver which would: (a) Neither modify any requirement hereunder that any particular action be taken by all the Lenders or by the Majority Lenders shall be effective unless consented to by each Lender; (b) modify this Agreement nor Section 11.1 or Section 2.7, change the definition of "Majority Lenders" or "Borrowing Base", increase the Commitment Amount or the Percentage of any other Lender, reduce any fees described in Article III, release any collateral security except as otherwise specifically provided in any Loan Document nor any terms hereof or thereof may extend the Commitment Termination Date shall be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or any other obligation (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent qua the Agent shall be made without consent of the Agent, or (e) modify Section 11.4 without the consent of the Agent, the Arranger and each Lender. No failure or delay on the part of any Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Lender or the holder of Credit.any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Notices

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders”, reduce any fees described in Article III or extend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan, provided that this clause (c) shall not apply to any repayments or prepayments due as a result of Section 2.2.2(b) or Section 2.2.2(c); or (d) affect adversely the interests, rights or obligations of any Agent as an Agent shall be made without the consent of such Agent; provided, further, that no such changeamendment, waivermodification or waiver which would either increase any Commitment, discharge the Commitment Amount or termination shall (A) increase the Revolving Loan Commitments Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of any Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentsuch Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Administrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by each Lender shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge modify Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders”, reduce any fees described in Article III or elsewhere in any other Loan Document, or, except in the manner set forth in Section 2.10, extend the Maturity Date, shall be made without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly adversely affected thereby; (c) except in the manner set forth in Section 2.10, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or LC Disbursement (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest on any Loan or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iiLC Disbursement) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan or is otherwise adversely affected thereby; (d) affect adversely the interests, no such change, waiver, discharge rights or termination shall (A) increase the Revolving Loan Commitments obligations of any Lender over the amount thereof then in effect Agent as an Agent shall be made without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), Agent or (Be) amend Section 2.11(c) to permit any Letter of Credit to expire after the Maturity Date without the consent of the Issuerapplicable Issuing Bank; provided, amendfurther, modify that no such amendment, modification or waive waiver which would either increase any provision Commitment, the Total Commitment or the Percentage of Sections 2.1.2, 2.1.4any Lender, or 2.6modify the rights, or alter its rights duties or obligations with respect of any Agent or Issuing Bank, shall be effective without the consent of such Lender, such Agent or such Issuing Bank, as applicable. No failure or delay on the part of the Administrative Agent, any Lender or any Issuing Bank in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters of Creditor demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or any Issuing Bank under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (ax) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.110.1 or any other provision of this Agreement requiring unanimous approval of the Lenders, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) except during an Investment Grade Rating Period, release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the CollateralGuaranty, except, in each case, as provided in Section 7.1.9 or except in connection with 110 a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided provided, further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.22.3.3, 2.1.42.3.4, or 2.62.8, or alter its rights or obligations with respect to Letters of Credit.

Waivers, Amendments, Etc. (a) Neither The provisions of this ------------------------ Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided that however, that-------- ------- no such changeamendment, waivermodification or waiver which would: (a) modify any 50 requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders", ------------ ---------------- increase any Commitment Amount or termination shallthe Percentage of any Lender, reduce any fees described in Article III, or extend any Commitment Termination Date shall be ----------- made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent qua the Agent shall be made without consent of the --- Agent. No failure or delay on the part of the Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders", increase any Commitment Amount or termination shallthe Percentage of any Lender, reduce any fees described in Article III, extend any Commitment Termination Date, release (in whole or in part) or terminate the Guaranty, or permit the assignment of the Guaranty shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent in its capacity as the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other No amendment, modification or waiver that increases the Revolving Loan Document nor any terms hereof Amount or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent "Percentage of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity Aggregate Outstandings" of any Revolving Loan or Note or extend Bank (as defined in that certain Intercreditor and Collateral Agency Agreement of even date herewith, entered into by and among the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunderBanks), (ii) amend, modify changes the definition of the Borrowing Base Amount or waive any provision of this Section 10.1Eligible Receivables, (iii) reduce reduces the percentage specified in the definition of Required LendersRevolving Loan Amount, (iv) consent modifies the interest rate or postpones the date fixed for any payment of principal or interest due or to become due hereunder, under the assignment Notes or transfer by Borrower of under any of its rights and obligations under this Agreementrelated documents, (v) release Guarantor from releases any material portion of the GuarantyCollateral or any other security pledged by the Borrower, except as contemplated by this Agreement, the Security Agreement, or the other Borrower Documents, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty amends, modifies or release all waives one or any material portion more of the Collateral, except, in each case, as provided financial covenants set forth in Section 7.1.9 7.R. or this Section 11.A., shall be effective unless such amendment, modification or waiver is in connection with a Disposition or refinancing that is otherwise permitted pursuant writing and consented to by all of the terms Banks. All other provisions of this Agreement; provided further, thatincluding the closing conditions set forth herein, and of each Borrower Document may from time to time be amended, modified or waived, only if such amendment, modification or waiver is consented to in addition a writing executed by at least two of the Banks. Notwithstanding anything to the consent of the Required Lenders required abovecontrary herein, no amendment, modification or waiver that increases, decreases or otherwise affects the Term Loan or the Term Loan Amount shall be effective unless such changeamendment, waiver, discharge modification or termination shall (A) increase waiver is in writing and consented to by Marquette. No failure or delay on the Revolving Loan Commitments part of any Lender over Bank or the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment holder of any LenderNote in exercising any power or right under this Agreement, and that an increase in the available portion Security Agreement or any other Borrower Document executed pursuant hereto shall operate as a waiver thereof, nor shall any single or partial exercise of any Revolving Loan Commitment such power or right preclude any other or further exercise thereof or the exercise of any Lender other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. The remedies herein provided are cumulative and not constitute an increase exclusive of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Creditremedies provided by law.

Waivers, Amendments, Etc. The provisions of this Agreement, including the closing conditions set forth herein, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrowers and the Required Banks; provided, that no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (a) Neither waive any of the conditions specified in Article III, (b) increase the Commitments of the Banks or subject the Banks to any additional obligations, (c) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be required for the Banks or any of them to take any action hereunder, or (f) amend this Agreement nor Section 10.1 or (g) except as specifically permitted hereby or thereby, release or impair the security interest in any other Loan Document nor of the collateral granted to the Administrative Agent, for the benefit of the Banks, under the Security Documents or discharge any terms hereof Subsidiary Guarantor; provided, further, that no amendment, waiver or thereof may be changedconsent shall, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, Administrative Agent in addition to the consent Banks required above to take such action, affect the rights or duties of the Required Lenders required aboveAdministrative Agent under this Agreement or any Note. No failure or delay on the part of the Administrative Agent, no such change, waiver, discharge any Bank or termination shall (A) increase the Revolving Loan Commitments holder of any Lender over the amount thereof then Note in effect without the consent of such Lender (it being understood that waivers exercising any power or modifications of conditions precedentright under this Agreement or any Note shall operate as a waiver thereof, covenants, Defaults nor shall any single or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrowers in any Lender case shall not constitute an increase of the Revolving Loan Commitment of such Lender), entitle it to any notice or (B) without the consent of the Issuer, amend, modify demand in similar or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Creditother circumstances.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date stated expiration date of any Letter of Credit beyond the Stated Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Credit.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 7.1.22 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided provided, further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of CreditCredit or (C) without the consent of the Non-Defaulting Lenders having or holding at least sixty-seven percent (67%) of the sum (without duplication) of the aggregate outstanding principal amount of the Revolving Loans, the aggregate amount of the Letter of Credit Outstandings and the unfunded amount of the Revolving Loan Commitment Amount, taken as a whole, amend, modify or waive the proviso set forth in the definition of “Available Commitment.”

Waivers, Amendments, Etc. The provisions of this Agreement and the other Loan Documents may from time to time be amended, modified or waived, if such amendment, modification, waiver or release is consented to in writing by the Required Lenders and, in the case of any amendment or modification, the Borrower; provided, however, that no such amendment, modification, waiver or release: (a) Neither which would modify any requirement under any of the Loan Documents that any particular action be taken by all the Lenders shall be effective unless consented to by all of the Lenders; (b) which would modify this Agreement nor any other Loan Document nor any terms hereof or thereof may be changedSection 13.1, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by change the respective parties thereto and the definition of "Required Lenders" or "Commitment Termination Event" or "Commitment Termination Date", provided that no such changerelease the Guaranty, waiveror increase the aggregate amount of all of the Commitments, discharge shall be effective unless consented to by all of the Lenders; (c) which would increase the Commitments or termination shallthe Percentage of any Lender, without the consent of each Lender reduce (other than a Defaulting Lenderby application of payments) with Obligations being directly affected thereby, (i) extend the final scheduled maturity amount of any Revolving principal, interest, Fees or other sums payable under the Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, Documents to such Lender or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of on any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except Obligations to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement such Lender, shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of such Lender Lender; (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount d) which would modify Section 3.3.1 shall not constitute an increase be effective unless consented to by all of the Revolving Loan Commitment of Lenders; (e) which would extend the payment dates for any Lenderprincipal, and that an increase in interest or Fees payable under this Agreement shall be effective unless consented to by all the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase Lenders; or (f) which would adversely affect the interests, rights or obligations of the Revolving Loan Commitment Administrative Agent in its capacity as the Administrative Agent or would amend the provisions of Section 3.1 or 3.6 relating to the transfer of funds between the Administrative Agent and the Lenders (including the types of funds or the method of such Lendertransfer), or (B) shall be made without the consent of the IssuerAdministrative Agent. No failure or delay on the part of any Agent, amendLender or holder of any Note in exercising any power or right under this Agreement, modify the Notes or waive any provision other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of Sections 2.1.2any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances, 2.1.4unless otherwise required by the Loan Documents. The remedies herein provided are cumulative and not exclusive of any other remedies provided in any of the other Loan Documents or at law or in equity. No waiver or approval by any Agent, Lender or 2.6holder of any Note under this Agreement, the Notes or alter its rights any other Loan Documents shall, except as may be otherwise stated in such waiver or obligations with respect approval, be applicable to Letters of Creditsubsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof or thereof (other than Rate Protection Agreements, Letters of Credit and the Fee Letter (which documents may be changedamended or otherwise modified in accordance with their terms)) may from time to time be amended, modified or waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiary Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Obligors party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a the waiver of applicability of any post-default increase in interest rates) or fees thereon ), or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in any the rate of interest or fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) release all or substantially all of the Collateral (except as expressly provided in the Loan Documents) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Loan Documents) under the Subsidiary Guaranty, (iii) amend, modify or waive any provision of this Section 10.111.1 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, that no such change, waiver, discharge or termination shall (A1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Total Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B2) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, Article IV or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Article X or any other provision as same relates to the rights or obligations of the Administrative Agent, or (5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding the foregoing provisions of this Section 11.1, the Administrative Agent and the Borrower may, in connection with implementation or maintenance of any CP Program, Conduit Program or MTN Program, without the consent of any Lender, enter into any amendment, supplement or other modification to any Enhancement Letters of Credit or Enhancement Letter of Credit Application and Agreement, in form and substance satisfactory to the Administrative Agent, to cure any ambiguity or to correct or supplement any provision in this Agreement or any other Loan Document that may be inconsistent with any provision applicable to such CP Program, Conduit Program or MTN Program; provided, however, that (i) any such action shall not have an adverse effect on the interests of the Lenders and (ii) a copy of any such amendment, supplement or other modification shall be furnished to the Lenders or the Issuer in accordance with the notice provisions hereof not later than five days prior to the execution thereof by the Administrative Agent. No failure or delay on the part of the Administrative Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders”, reduce any fees described in Article III or, except in the manner set forth in Section 2.10, extend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lenderc) with Obligations being directly affected therebyexcept in the manner set forth in Section 2.10, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or LC Disbursement (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest on any Loan or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iiLC Disbursement) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan or is otherwise affected thereby; or (d) affect adversely the interests, no such change, waiver, discharge rights or termination shall (A) increase the Revolving Loan Commitments obligations of any Lender over the amount thereof then in effect Agent as an Agent shall be made without the consent of such Lender (it being understood Agent; provided, further, that waivers no such amendment, modification or modifications of conditions precedentwaiver which would either increase any Commitment, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of or the Revolving Loan Commitment Percentage of any Lender, and that an increase in or modify the available portion rights, duties or obligations of any Revolving Loan Commitment of any Lender Agent or Issuing Bank, shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be effective without the consent of such Lender, such Agent or such Issuing Bank, as applicable. No failure or delay on the Issuerpart of the Administrative Agent, amendany Lender or any Issuing Bank in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, modify nor shall any single or waive partial exercise of any provision such power or right preclude any other or further exercise thereof or the exercise of Sections 2.1.2any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, 2.1.4any Lender or any Issuing Bank under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or 2.6approval, be applicable to subsequent transactions. No waiver or alter its rights approval hereunder shall require any similar or obligations with respect dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders or by the Applicable Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders" or termination shall"Applicable Lenders", eliminate the Borrowing Base, increase any Commitment Amount or the Percentage of any Lender (except as contemplated by Section 2.1.6), reduce any fees described in Article III, or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the IssuerLenders; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent as the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Lender, any Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender, any Issuer or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other The provisions of each Loan Document nor any terms hereof or thereof (other than Rate Protection Agreements and each Fee Letter (which documents may be changedamended or otherwise modified in accordance with the terms thereof)) may from time to time be amended, modified or waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver shall: modify this Section or change or waive any provision of Section 3.8 requiring pro rata treatment of the Lenders, discharge or termination shallthe sharing of payments by all Lenders, in each case without the consent of each all Lenders; increase the aggregate amount of any Loans required to be made by a Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) pursuant to its Commitments or extend the final scheduled maturity Commitment Termination Date of Loans made by a Lender, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 9.2 and Section 9.3 of amounts owing with respect to the Loans and other Liabilities shall only require the vote of the Required Lenders); reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender; reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; increase the Stated Amount of any Revolving Loan or Note Letter of Credit or extend the Stated Expiry Date of any Letter of Credit beyond unless consented to by the Maturity DateIssuer of such Letter of Credit; except as otherwise expressly provided in a Loan Document, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause release (i), so long as ) the primary purpose of Borrower from its Liabilities under the respective amendments Loan Documents or modifications to any Guarantor from its obligations under the financial definitions was not to reduce the interest Significant Subsidiary Guaranty or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion substantially all of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect case without the consent of such Lender (it being understood that waivers all Lenders; or modifications of conditions precedentaffect adversely the interests, covenants, Defaults rights or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment obligations of any Lender, and that an increase Agent (in its capacity as Agent) or the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such LenderIssuer (in its capacity as Issuer), unless consented to by the such Agent or (B) without the consent of the Issuer, amendas the case may be. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, modify nor shall any single or waive partial exercise of any provision such power or right preclude any other or further exercise thereof or the exercise of Sections 2.1.2any other power or right. No notice to or demand on any Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, 2.1.4except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or 2.6, approval hereunder shall require any similar or alter its rights dissimilar waiver or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither Except as expressly provided in the Intercreditor Agreement, the provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; PROVIDED, provided HOWEVER, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this SECTION 11.1, discharge change the definition of "REQUIRED LENDERS", increase any Commitment Amount or termination shallthe Percentage of any Lender, reduce any fees described in ARTICLE III, release any substantial portion of collateral security, except as otherwise specifically provided in any Loan Document, extend the Loan Commitment Termination Date or Stated Maturity Dates or change the interest provisions contained in SECTION 3.2 shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or the holder of Credit.any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. SECTION 11.2

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders”, reduce any fees described in Article III or, except in the manner set forth in Section 2.10, extend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lenderc) with Obligations being directly affected therebyexcept in the manner set forth in Section 2.10, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or LC Disbursement (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest on any Loan or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iiLC Disbursement) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan or is otherwise affected thereby; or (d) affect adversely the interests, no such change, waiver, discharge rights or termination shall (A) increase the Revolving Loan Commitments obligations of any Lender over the amount thereof then in effect Agent as an Agent shall be made without the consent of such Lender (it being understood Agent; provided, further, that waivers no such amendment, modification or modifications of conditions precedentwaiver which would either increase any Commitment, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of or the Revolving Loan Commitment Percentage of any Lender, and that an increase in or modify the available portion rights, duties or obligations of any Revolving Loan Commitment of any Lender Agent, Issuing Bank or the Swingline Lender, shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be effective without the consent of such Lender, such Agent, such Issuing Bank or such Swingline Lender, as applicable. No failure or delay on the Issuerpart of the Administrative Agent, amendany Lender, modify any Issuing Bank or waive Swingline Lender in exercising any provision power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of Sections 2.1.2any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, 2.1.4any Lender, any Issuing Bank or 2.6Swingline Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or alter its rights approval, be applicable to subsequent transactions. No waiver or obligations with respect approval hereunder shall require any similar or dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders”, reduce any fees described in Article III or, except in the manner set forth in Section 2.10, extend the Maturity Date, shall be made without the consent of each Lender; (c) except in the manner set forth in Section 2.10, extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan or LC Disbursement (or reduce the principal amount of or rate of interest on any Loan or LC Disbursement) shall be made without the consent of the Lender which made such Loan or is otherwise affected thereby; (d) release the Borrower from any guarantee given under Section 2.12.2 in respect of a Foreign Borrower without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected therebythereby or (e) affect adversely the interests, (i) extend the final scheduled maturity rights or obligations of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement Agent as an Agent shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of such Lender (it being understood Agent; provided, further, that waivers no such amendment, modification or modifications of conditions precedentwaiver which would either increase any Commitment, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of or the Revolving Loan Commitment Percentage of any Lender, and that an increase in or modify the available portion rights, duties or obligations of any Revolving Loan Commitment of any Lender Agent, Issuing Bank or the Swingline Lender, shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be effective without the consent of such Lender, such Agent, such Issuing Bank or such Swingline Lender, as applicable. No failure or delay on the Issuerpart of the Administrative Agent, amendany Lender, modify any Issuing Bank or waive Swingline Lender in exercising any provision power or right under this Agreement or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of Sections 2.1.2any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, 2.1.4any Lender, any Issuing Bank or 2.6Swingline Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or alter its rights approval, be applicable to subsequent transactions. No waiver or obligations with respect approval hereunder shall require any similar or dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any ------------------------ and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrowers and the Required Lenders; provided, provided however, that no such change-------- ------- amendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders", ------------ --------------- increase the Commitment Amount or termination shall(except pursuant to a Lender Assignment Agreement) the Percentage of any Lender, reduce any fees described in Article III, or (except as provided in Section 2.7) extend the Commitment ----------- ----------- Termination Date shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the IssuerLender to which such Loan relates (and if applicable, amendeach other Permitted Noteholder to which such Loan relates); or (d) affect adversely the interests, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of any Agent qua such Agent shall be made without consent of such --- Agent. No failure or delay on the part of any Agent, any Lender or the holder of any Note in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on either Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Lender or the holder of Creditany Note under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Majority Banks; provided, however, that no such amendment, modification or waiver which would: (a) Neither modify any requirement hereunder that any particular action be taken by all the Banks or by the Majority Banks shall be effective unless consented to by each Bank; (b) modify this Section 10.1 or Section 2.8, change the definition of "Required Banks", "Majority Banks" or "Borrowing Base", increase the Commitment Amount or the Percentage of any Bank, reduce any fees described in Article III, release any collateral security except as otherwise specifically provided in any Loan Document, including, that the Collateral Agent may release Collateral Property to the extent such Collateral Property is disposed of pursuant to, and as permitted by, Section 7.2.9 of the this Agreement nor (however, nothing contained in this clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or limit the Obligations of any other Loan Document nor any terms hereof Subsidiary Guarantor under the Subsidiary Guaranty Agreement, or thereof may extend the Commitment Termination Date shall be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, made without the consent of each Lender Bank, and the Issuer; (other than a Defaulting Lenderc) with Obligations being directly affected therebyexcept as otherwise provided pursuant to Section 2.9, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or any other obligation (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of such Lender each Bank; (it being understood that waivers d) affect adversely the interests, rights or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase obligations of the Revolving Loan Commitment of Administrative Agent qua the Administrative Agent or the Collateral Agent qua Collateral Agent or the Issuer qua the Issuer (including any Lender, and that an increase in change with respect to the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase obligations of the Revolving Loan Commitment Borrower or the Banks with respect to the Letter of such Lender)Credit Liabilities) shall be made without consent of the Administrative Agent, the Collateral Agent or the Issuer, as the case may be, or (Be) modify Section 10.4 without the consent of the Issuer, amendthe Administrative Agent, modify the Arrangers and each Bank. No failure or waive delay on the part of any provision Agent, any Bank, the Issuer or the holder of Sections 2.1.2any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, 2.1.4nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Bank, the Issuer or 2.6the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or alter its rights approval, be applicable to subsequent transactions. No waiver or obligations with respect approval hereunder shall require any similar or dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 7.1.22 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided provided, further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of CreditCredit or (C) without the consent of the Non-Defaulting Lenders having or holding at least sixty-seven percent (67%) of the sum (without duplication) of the aggregate outstanding principal amount of the Revolving Loans, the aggregate amount of the Letter of Credit Outstandings and the unfunded amount of the Revolving Loan Commitment Amount, taken as a whole, amend, modify or waive the proviso set forth in the definition of “Available Commitment”.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders or by the Applicable Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders" or termination shall"Applicable Lenders", eliminate the Borrowing Base, increase any Commitment Amount or the Percentage of any Lender (except as contemplated by Section 2.1.6), reduce any fees described in Article III, release any collateral security delivered pursuant to Section 7.1.9 or Section 7.1.12 hereof (except that the Agent may release collateral security to the extent such collateral security is disposed of pursuant to, and as permitted by, Section 7.2.7 of this Agreement (provided that nothing contained in this clause affects the obligation of the Borrower to comply with Section 2.7.6 or Section 3.1.2)), release, reduce or limit any Guaranty (except that the Agent may release any Guaranty delivered by a Subsidiary of the Borrower if such Subsidiary ceases to be a Material Domestic Subsidiary) or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the IssuerLenders; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Creditthe Agent as the Agent shall be made without consent of the Agent.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived if such amendment, modification or waiver is in writing and consented to by the Borrower and the Majority Lenders (other than the Engagement Letter or any Letter of Credit or application for a Letter of Credit, which shall be amended, modified or waived by the parties thereto as provided therein); provided, however, that no such amendment, modification or waiver that would: (a) Neither increase the Commitment Amount of any Lender shall be effective unless consented to by such Lender, (b) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (c) modify this Section 10.1, Section 2.8 or Section 4.8, change the definitions of “Majority Lenders”, “Required Lenders” or “Borrowing Base” or “Percentage”, reduce any fees described in Article III, release all or a substantial portion of the Collateral Property except as provided in Section 9.9 and except that the Administrative Agent may release Collateral Property to the extent such Collateral Property is Disposed of pursuant to, and as permitted by, Section 7.2.9 of this Agreement nor (however, nothing contained in this clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or limit all or a substantially all of the Obligations of any other Loan Document nor Guarantor under any terms hereof Guaranty and Collateral Agreement, or thereof may extend the Commitment Termination Date or the Letter of Credit Commitment Termination Date shall be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, made without the consent of each Lender affected thereby and the Issuer; (other than a Defaulting Lender) with Obligations being directly affected thereby, (id) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or any other obligation (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of each Lender affected thereby (provided that a waiver or amendment of this Agreement or any other Loan Document that has the effect of waiving or avoiding a Default such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of the Default or of a mandatory reduction in the Revolving Loan Commitment Amount Rate shall not constitute an increase apply, shall not require the consent of each Lender affected thereby); (e) affect adversely the interests, rights or obligations of the Revolving Loan Commitment of Administrative Agent qua Administrative Agent or the Issuer qua the Issuer (including any Lender, and that an increase in change with respect to the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase obligations of the Revolving Loan Commitment Borrower or the Lenders with respect to the Letter of such Lender)Credit Liabilities) shall be made without consent of the Administrative Agent or the Issuer, as the case may be, or (Bf) modify Section 10.4 without the consent of the Issuer, amendthe Administrative Agent, modify the Arranger and each Lender. No failure or waive any provision delay on the part of Sections 2.1.2, 2.1.4the Administrative Agent, or 2.6any other Lender Party, or alter the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, or any other Lender Party or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any waiver or approval thereafter to be granted hereunder. If any Lender refuses to grant its rights or obligations approval with respect to Letters any matter requiring the approval of all Lenders and such matter shall have been approved by the Required Lenders (or such other number of lenders as provided in Section 4.12, as the case may be), then the Borrower, at the sole expense of the Borrower, may, after consultation with the Administrative Agent and upon notice to such Lender, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.11.1), all of its obligations, interests and rights under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, any unreimbursed participation in a drawing under a Letter of Credit, accrued interest, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, any unreimbursed participation in a Letter of Credit and accrued interest and fees) or the Borrower (in the case of all other amounts).

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders”, reduce any fees described in Article III or, except in the manner set forth in Section 2.10, extend the Maturity Date, shall be made without the consent of each Lender; (c) except in the manner set forth in Section 2.10, extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan or LC Disbursement (or reduce the principal amount of or rate of interest on any Loan or LC Disbursement) shall be made without the consent of the Lender which made such Loan or is otherwise affected thereby; (d) release the Borrower from any guarantee given under Section 2.12.2 in respect of a Foreign Borrower without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected thereby, (ie) extend affect adversely the final scheduled maturity interests, rights or obligations of any Revolving Loan Agent as an Agent shall be made without the consent of such Agent or Note or extend the Stated Expiry Date of (f) amend Section 2.11(c) to permit any Letter of Credit beyond to expire after the Maturity DateDate without the consent of any Lender that is adversely affected thereby; provided, further, that no such amendment, modification or waiver which would either increase any Commitment or the Percentage of any Lender, or reduce modify the rate rights, duties or extend the time of payment of interest (except in connection with a waiver of applicability obligations of any post-default increase in interest ratesAgent, Issuing Bank or Swingline Lender, shall be effective without the consent of such Lender, such Agent, such Issuing Bank or such Swingline Lender, as applicable. Notwithstanding the foregoing, (i) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction may be modified as set forth in any rate of interest or fees for purposes of this clause (iSections 2.9(e), so long 2.9(f), 2.10(d), 2.12.4 and 4.2(b), and Schedules IIA and IIB hereto may be modified as provided in the primary purpose definitions of the respective amendments terms Swingline Commitment or modifications to Swingline Lenders or the financial definitions was not to reduce the interest terms LC Commitment or fees payable hereunder)Issuing Bank, (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, exceptas applicable, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in (ii) any provision of this Agreement or any other Loan Document may be amended, without the available portion consent of any Revolving Loan Commitment Lender, by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any obvious error or any ambiguity, omission, defect or inconsistency of a technical nature, so long as (A) such amendment does not adversely affect the rights of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) without the consent Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the Issuerdate of such notice to the Lenders, amenda written notice from the Required Lenders stating that the Required Lenders object to such amendment. No failure or delay on the part of the Administrative Agent, modify any Lender, any Issuing Bank or waive any provision Swingline Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of Sections 2.1.2any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, 2.1.4any Lender, any Issuing Bank or 2.6Swingline Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or alter its rights approval, be applicable to subsequent transactions. No waiver or obligations with respect approval hereunder shall require any similar or dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of “Required Lenders”, reduce any fees described in Article III or termination shallextend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan; or (d) affect adversely the interests, rights or obligations of any Agent as an Agent shall be made without the consent of such Agent; provided, further, that no such changeamendment, waivermodification or waiver which would either increase any Commitment, discharge Commitment Amount or termination shall (A) increase the Revolving Loan Commitments Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of any Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentsuch Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Administrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof, nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify the first sentence of Section 4.8, discharge Section 4.9 or termination shallthis Section 10.1, change the definition of “Required Lenders” or extend the Maturity Date, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to shall be made without the consent of the Required Lenders required aboveLender which made such Loan or is otherwise affected thereby or (d) affect adversely the interests, rights or obligations of any Agent as an Agent shall be made without the consent of such Agent; provided, further, that no such changeamendment, waiver, discharge modification or termination shall (A) waiver which would either increase the Revolving Loan Commitments Commitment or the Percentage of any Lender over Lender, or modify the amount thereof then in effect rights, duties or obligations of any Agent, shall be effective without the consent of such Lender (it being understood that waivers or modifications of conditions precedentsuch Agent, covenants, Defaults as applicable. No failure or Events of Default or of a mandatory reduction in delay on the Revolving Loan Commitment Amount shall not constitute an increase part of the Revolving Administrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Commitment Document shall operate as a waiver thereof; nor shall any single or partial exercise of any Lender, and that an increase in such power or right preclude any other or further exercise thereof or the available portion exercise of any Revolving Loan Commitment of other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and by the Required Majority Lenders (or the Administrative Agent with the consent in writing of the Majority Lenders) provided, provided however, that no such change, waiver, discharge or termination supplemental agreement shall, without the consent of each Lender all of the Lenders: (other than a Defaulting Lender) with Obligations being directly affected thereby, (ia) extend the final scheduled maturity of any Revolving Loan or Note or extend reduce the Stated Expiry Date of any Letter of Credit beyond the Maturity Dateprincipal amount thereof, or reduce the rate or extend the time of payment of interest thereon; (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iiib) reduce the percentage specified in the definition of Required Majority Lenders, or Super Majority Lenders or required to direct the Administrative Agent; (ivc) consent extend the Final Maturity Date or the Commitment Termination Date, or reduce the amount or extend the payment date for, any payments required hereunder, or increase the amount of the Commitment of any Lender hereunder, or change any term or provision of this Agreement relating to the assignment Completion Date or transfer by permit the Borrower of any of to assign its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, Agreement except as provided in Section 7.1.9 11.8; (d) amend or in connection with a Disposition release the Completion Guarantees; (e) release any Collateral or refinancing that is otherwise permitted pursuant to terminate the terms of Credit Parties' obligations under any Security Document; or (f) amend this Agreement; provided further, that, in addition to Section 11.1. No failure or delay on the consent part of the Required Lenders required aboveAdministrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, no such change, waiver, discharge nor shall any single or termination shall (A) increase the Revolving Loan Commitments partial exercise of any Lender over such power or right preclude any other or further exercise thereof or the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment exercise of any Lender, and that an increase other power or right. No notice to or demand on a Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the available portion of any Revolving Loan Commitment of Administrative Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall not constitute an increase of the Revolving Loan Commitment of such Lender), require any similar or (B) without the consent of the Issuer, amend, modify dissimilar waiver or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any ------------------------ and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such change----------------- amendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders", increase ------------ ---------------- any Commitment Amount or termination shallthe Percentage of any Lender, reduce any fees described in Article III, change the schedule of reductions to the Commitments provided ----------- for in Section 2.2.2, release any collateral security, except as otherwise ------------- specifically provided in any Loan Document or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent qua the Agent shall be made without consent of the --- Agent. No failure or delay on the part of the Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of the Administrative Agent and each Lender (other than a Defaulting Lender) with Obligations being directly and adversely affected thereby, (i) extend the final scheduled maturity of any Revolving Loan or Note (other than pursuant to Section 3.1(b) hereof) or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) ), or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (ii) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor or the General Partner from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 7.1.7 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement, or (vii) amend any provision of this Agreement which provides for pro-rata contributions by or pro-rata payment to such affected Lender; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments Commitment Amounts of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment Amount of any Lender, and that an increase in the available portion of any Revolving Loan Commitment Amount of any Lender shall not constitute an increase of the Revolving Loan Commitment Amount of such Lender, and that any payments made pursuant to Sections 2.6 and 2.9 shall not constitute an increase of the Revolving Loan Commitment Amount of such Lender), or (B) without the consent of the Issuer, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect to Letters of Credit.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any ------------------------ and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such change-------- ------- amendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders or by the Applicable Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition ------------ of "Required Lenders" or termination shall"Applicable Lenders", eliminate the Borrowing Base, ---------------- ------------------ increase any Commitment Amount or the Percentage of any Lender (except as contemplated by Section 2.1.6), reduce any fees described in Article III, or ------------- ----------- extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the IssuerLenders; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent as the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Lender, any Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender, any Issuer or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders or by the Applicable Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders" or termination shall"Applicable Lenders", increase any Commitment Amount or the Percentage of any Lender, reduce any fees described in Article III, or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent as the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Lender, any Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender, any Issuer or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Majority Banks; provided, however, that no such amendment, modification or waiver which would: (a) Neither modify any requirement hereunder that any particular action be taken by all the Banks or by the Majority Banks shall be effective unless consented to by each Bank; (b) modify this Section 10.1 or Section 2.8, change the definition of "Majority Banks" or "Borrowing Base", increase the Commitment Amount or the Percentage of any Bank, reduce any fees described in Article III, release any collateral security except that the Collateral Agent may release Collateral Property to the extent such Collateral Property is disposed of pursuant to, and as permitted by, Section 7.2.9 of the this Agreement nor (however, nothing contained in this clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or limit the Obligations of any other Loan Document nor any terms hereof Subsidiary Guarantor under the Subsidiary Guaranty Agreement, or thereof may extend the Commitment Termination Date shall be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, made without the consent of each Lender Bank, and the Issuer; (other than a Defaulting Lenderc) with Obligations being directly affected therebyexcept as otherwise provided pursuant to Section 2.9, (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or any other obligation (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect be made without the consent of such Lender each Bank; (it being understood that waivers d) affect adversely the interests, rights or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase obligations of the Revolving Loan Commitment of Administrative Agent qua the Administrative Agent or the Collateral Agent qua Collateral Agent or the Issuer qua the Issuer (including any Lender, and that an increase in change with respect to the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase obligations of the Revolving Loan Commitment Borrower or the Banks with respect to the Letter of such Lender)Credit Liabilities) shall be made without consent of the Administrative Agent, the Collateral Agent or the Issuer, as the case may be, or (Be) modify Section 10.4 without the consent of the Issuer, amendthe Administrative Agent, modify the Arrangers and each Bank. No failure or waive delay on the part of any provision Agent, any Bank, the Issuer or the holder of Sections 2.1.2any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, 2.1.4nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, any Bank, the Issuer or 2.6the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or alter its rights approval, be applicable to subsequent transactions. No waiver or obligations with respect approval hereunder shall require any similar or dissimilar waiver or approval thereafter to Letters of Creditbe granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders or by the Applicable Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1, discharge change the definition of "Required Lenders" or termination shall"Applicable Lenders", increase any Commitment Amount or the Percentage of any Lender (except as contemplated by Section 2.1.6), reduce any fees described in Article III, or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note; (other than a Defaulting Lenderc) with Obligations being directly affected thereby, (i1) extend the final scheduled maturity due date for or increase the face amount of any Revolving Loan or Note or extend the Stated Expiry Date of any Bolivian Letter of Credit beyond shall be made without the Maturity Dateconsent of each Lender or (2) extend the due date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iion any Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the IssuerLenders; or (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Agent as the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Lender, any Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Lender, any Issuer or the holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Waivers, Amendments, Etc. (a) Neither The provisions of this Agreement nor any and of each other Loan Document nor any terms hereof may from time to time be amended, modified or thereof may be changed, waived, discharged if such amendment, modification or terminated unless such change, waiver, discharge or termination waiver is in writing signed and consented to by the respective parties thereto Borrower and the Required Lenders; provided, provided however, that no such changeamendment, waivermodification or waiver that would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; or (b) modify this Section 10.1 or Section 8.3 change the definition of "Required Lenders", discharge increase the Total Commitment Amount or termination shallthe Commitment Amount or Percentage of any Lender, reduce any fees described in Article III, release any collateral security, except as otherwise specifically provided in any Loan Document, or reduce or limit the Obligations of any Subsidiary Guarantor under any Guaranty hereunder, shall be made without the consent of each Lender Lender; (other than a Defaulting Lender) with Obligations being directly affected thereby, (ic) extend the final scheduled maturity of any Revolving Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Maturity Datedue date for, or reduce the rate amount of, any scheduled repayment or extend the time prepayment of payment principal of or interest on any Loan or any other obligation (except in connection with a waiver of applicability of any post-default increase in interest rates) or fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) of, or extend the time for payment thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)on, so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or fees payable hereunder), (iiany Loan) amend, modify or waive any provision of this Section 10.1, (iii) reduce the percentage specified in the definition of Required Lenders, (iv) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (v) release Guarantor from the Guaranty, or (vi) release any Subsidiary Guarantor from the Subsidiary Guaranty or release all or any material portion of the Collateral, except, in each case, as provided in Section 7.1.9 or in connection with a Disposition or refinancing that is otherwise permitted pursuant to the terms of this Agreement; provided further, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Loan Commitment Amount shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), or (B) be made without the consent of the Issuerholder of that Note evidencing such Loan; (d) affect adversely the interests, amend, modify or waive any provision of Sections 2.1.2, 2.1.4, or 2.6, or alter its rights or obligations with respect of the Administrative Agent qua the Administrative Agent or of the Collateral Agent qua the Collateral Agent, shall be made without consent of the Administrative Agent or the Collateral Agent, as the case maybe; or (e) modify Section 10.4 without the consent of the Agents and each Lender. No failure or delay on the part of the Administrative Agent, any Lender or holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to Letters or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or holder of Creditany Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.