Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Agent or such LC Issuing Bank, as the case may be, under this AgreementAgreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment amendment, and (ii) at the time such amendment becomes effective, each Non-Consenting Lender or LC Issuing Bank not consenting thereto receives shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in full of the principal amount of and interest accrued on each Advance made by it or any Letter Letters of Credit issued by it and outstandingfunded pursuant to Section 2.04(e), as the case may betogether with all applicable accrued interest thereon, accrued fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No An amendment or waiver of any provision of this AgreementAgreement or the Notes, nor or a consent to any departure by any Borrower therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the followingbe effective to: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Article III, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, any Advance or the outstanding Advances Notes or any facility fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, any Advance or the outstanding Advances, reimbursement obligations Notes or any facility fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of any Advance or the outstanding BorrowingsNotes, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder under this Agreement, (f) amend this Section 9.1, (g) amend, waive or consent to any departure of any provision in Article VI or (vih) amend except as provided below, release any Borrower or waive this Section 8.01 Holding or any provision of this Agreement that requires pro rata treatment of Restricted Affiliate from its guarantee in Article VI, the LendersHolding Guarantee or any Restricted Affiliate Guarantee, as the case may be; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative AgentAgent or the CAF Advance Agent under this Agreement or any Note; provided, still further, that the Swingline Bank guarantee of a Borrower under Article VI and of a Restricted Affiliate under its Restricted Affiliate Guarantee shall be released automatically upon (i) the sale by the Company of such Borrower or Restricted Affiliate, provided that such LC Issuing Bank, as the case may be, sale is permitted under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender Borrower or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it Restricted Affiliate ceasing to be a Borrower or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations a Restricted Affiliate hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any that directly affects such Participant. The Borrower therefrom, agrees that each Participant shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13Section 5.03 (Increased Costs) and Section 5.06 (Taxes) (subject to the requirements and limitations therein, 2.16 including the requirements under Section 5.06(e) (Taxes - Status of Lenders) (it being understood that any documentation required under Section 5.06 (Taxes) shall be delivered to the participating Senior Lender)) to the same extent as if it were a Senior Lender and 8.04had acquired its interest by assignment pursuant to paragraph (b) upon of this Section; provided that, such Participant (A) agrees to be subject to the effectiveness provisions of Section 5.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 11.04; and (B) shall not be entitled to receive any greater payment under Section 5.03 (Increased Costs) or Section 5.06 (Taxes), with respect to any participation, than its participating Senior Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Senior Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 (Right of Setoff) as though it were a Senior Lender; provided that, such Participant agrees to be subject to Section 4.15 (Sharing of Payments) as though it were a Senior Lender. Each Senior Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Letters of Credit, Loans or other obligations under the Financing Documents (the “Participant Register”); provided that, no Senior Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Senior Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full participation for all purposes of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from notwithstanding any notice to the contrary. For the avoidance of doubt, the Senior Facility Agent (in its obligations hereundercapacity as Senior Facility Agent) shall have no responsibility for maintaining a Participant Register.

Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by any a Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrowers and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverthat no amendment, waiver or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (i) subject such Lender to any additional obligations including, without limitation, any extension of the expiry date of the Commitment of such Lender or increase the Commitment of such Lender, (ii) reduce the principal of, or rate of interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder, (iii) postpone any date for payment of principal of, or interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder when due (other than fees or other amounts payable for the sole account of an Issuing Lender), or (iv) modify any of the provisions of the Loan Documents relating to pro rata payments; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsLoans, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder hereunder, (A) amend Section 3.07(a) or (vi) amend b), or waive this Section 8.01 9.01, or any provision of this Agreement that requires pro rata treatment (B) release all or substantially all of the LendersCollateral or all or substantially all of the value of the Guarantees provided by the Guarantors; and provided further further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Lenders in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing BankAgent or, as the case may be, the Issuing Lenders under this Agreement. Notwithstanding any Loan Document and (y) if the foregoing, Administrative Agent and KCMH shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersLoan Documents, the Required Lenders and then the Administrative Agent and KCMH shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if (i) the same is not objected to in writing by the terms of such agreement Majority Lenders within five Business Days after notice thereof. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender may not be increased or LC Issuing Bank shall continue to be entitled to extended without the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness consent of such amendment and Lender (ii) at the time such amendment becomes effective, each it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender or LC Issuing Bank not consenting thereto receives payment in full shall be excluded for a vote of the principal amount Lenders hereunder requiring any consent of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLenders).

Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (i) amend Section 3.01 waive, modify or 3.02 or waive eliminate any of the conditions specified thereinin Section 6.2, (ii) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligationsobligations (other than as provided by this Agreement), (iii) reduce the principal of, or interest on, the outstanding Advances any Loan, any Applicable Margin or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(b)), (iv) extend the Revolving Credit Termination Date or the Letter of Credit Expiration Date or postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations any Loan or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(b)), (v) change the definition of “Required Lenders” contained in Section 1.1 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, Loans or the number or the percentage of Lenders, that Lenders which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vi) amend any Loan Document in a manner intended to prefer one or waive this more Lenders over any other Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other securities issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property (as defined in the General and Refunding Mortgage Indenture), subject only to Permitted Liens (as such term is defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds or Subsidiary Guarantees, if any, except pursuant to the terms thereof or pursuant to Section 8.01 10.9 hereof, or change any provision of this Agreement that requires pro rata treatment the General and Refunding Mortgage Bonds providing for the release of the Lenders; General and provided further that Refunding Mortgage Bonds, or (ix) amend, waive or modify this Section 11.1. Furthermore, (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent in addition to the Lenders required above to take such action, affect the Swingline Bank rights or duties of the Administrative Agent under this Agreement or any LC other Loan Document, (B) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement or any other Loan Document and (C) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swingline Lender under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders will require the consent of such Defaulting Lender. Any request from the Borrower for any amendment, waiver or consent under this Section 11.1 shall be addressed to the Administrative Agent. The Administrative Agent, as holder of the Swingline Bank General and Refunding Mortgage Bonds, will not consent to any amendment or such LC Issuing Bankother modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, as without the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment consent of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the affected Borrowerscase of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the LendersBorrower or an Affiliate thereof), do any of the following: (ia) waive or amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders (other than pursuant to Section 2.17) or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advancesany Advance, reimbursement obligations any Reimbursement Obligation or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vif) amend or waive this Section 8.01 or (g) waive or amend any provision of this Agreement that requires regarding pro rata treatment sharing or otherwise relates to the distribution of the payments among Lenders; and provided further provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment ; and (ii) at no amendment, waiver or consent shall, unless in writing and signed by the time LC Issuer, in addition to the Lenders required above to take such amendment becomes effectiveaction, each Lender affect the rights or LC Issuing Bank not consenting thereto receives payment in full duties of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account LC Issuer under this Agreement and is released from its obligations hereunderAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest (or rate of interest) on, the outstanding Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the Swingline consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (irestated) by the terms of such agreement the or have any Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender other obligation hereunder or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or under any Letter of Credit issued by it and outstandingshall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all other amounts of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to it such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or accrued for its account under the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this Agreement and is released from its obligations hereunderproviso, will require the consent of such Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all each of the LendersLenders affected thereby, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of any such Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiib) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder or extend the date of termination of such Lender’s Commitment, (vd) release the Company from any of its obligations under Article VII, (e) require the duration of an Interest Period to be more than six months if such period is not available to all Lenders, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder; or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided further that (w) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding Agreement or any Note, (x) no amendment, waiver or consent shall, unless in writing and signed by the foregoingSwing Line Agent in addition to the Lenders required above to take such action, any provision affect the rights or duties of the Swing Line Agent under this Agreement may be amended by an agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing entered into and signed by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting Banks in addition to the amendment provided for therein shall terminate (but Lenders required above to take such Lender action, adversely affect the rights or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full obligations of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, Issuing Banks in their capacities as the case may be, and all other amounts owing to it or accrued for its account such under this Agreement and is released from its (z) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations hereunderof the Swing Line Banks under this Agreement; and provided further, that nothing contained in this Section 9.01 will require any Borrower or the Administrative Agent to seek the consent of any Lender in order to make any technical amendments to cure ambiguities or defects or make related modifications to any provision of a Loan Document.

Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreement, any of the Financing Documents nor consent to any departure by any the Borrower therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed a written notice given to the Borrower by the Required Agent and consented to in writing by the Majority Lenders (or by the Agent acting alone if any specific provision of this Agreement provides that the Agent, acting alone, may grant such amendment, modification, termination, waiver or departure) and the affected BorrowersAgent shall give any such notice if the Majority Lenders so consent or direct the Agent to do so; provided, however, that any such amendment, modification, termination, waiver or consent shall require a written notice given to the Borrower by the Agent and consented to in writing by all of the Lenders if the effect thereof is to (i) change any of the provisions affecting the interest rate on the Loans, (ii) extend or modify the Commitment, (iii) discharge or release the Borrower from its obligation to repay all principal due under the Loans or release any collateral or guaranty for the Loans, (iv) change any Lender's Pro Rata Share of the Commitment or the Loans, (v) modify this SECTION 9.5, (vi) change the definition of Majority Lenders, (vii) extend any scheduled due date for payment of principal, interest or fees or (viii) permit the Borrower to assign any of its rights under or interest in this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. Any amendment or modification of this Agreement must be signed by the Borrower, however, the Agent and at least all of the Lenders consenting thereto who shall then hold the Pro Rata Shares of the Loans required for such amendment or modification under this SECTION 9.5 and the Agent shall sign any such amendment if such Lenders so consent or direct the Agent to do so provided that any Lender dissenting therefrom shall be given an opportunity to sign any such amendment or modification. Any amendment of any of the Security Documents must be signed by each of the parties thereto. No notice to or demand on the Borrower and no amendmentconsent, waiver or consent shall, unless in writing and signed by all departure from the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision terms of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed granted by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to Agent and/or the Lenders required above in any case shall entitle the Borrower to take such action, affect the rights any other or duties of the Administrative Agent, the Swingline Bank further notice or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement demand in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender similar or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereundercircumstances.

Amendments, Etc. No Prior to such time as all Senior Secured Obligations (other than continent obligations as to which no claim has been asserted) shall have been indefeasibly paid in full and the Credit Agreement has terminated and all Letters of Credit have been cancelled (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender), this Agreement may not be amended, modified or waived except with the written consent of the Pledgors, Collateral Agent and the Lender Agent and, solely with respect to an amendment of Section 12 hereof, the relative ranking or the priority of the security interests granted in Section 1 hereof, this Section 17, or the release of Pledged Collateral except as herein provided, with the written consent of each Other Permitted Credit Exposure Holder (if the Pledged Collateral then secures such Other Permitted Credit Exposure), any Permitted Secured Debt Representative (if the Pledged Collateral then secures Permitted Secured Debt) and the Existing Holdings Senior Notes Trustee (if the Pledged Collateral then secures the Existing Holdings Senior Notes), in each case to the extent such Secured Party is affected thereby in a manner adverse to such party; provided, that, the written consent of the Lender Agent shall not be required if there has been a Discharge of Credit Agreement Obligations; provided, further, that, if there has been a Discharge of Credit Agreement Obligations, the written consent of the holders of a majority of the outstanding Permitted Secured Debt which is secured by the Pledged Collateral shall be required for any amendment, modification or waiver of any provision of this Agreement; provided, nor further, that, during such time as the Pledged Collateral secures only the payment of the Second Priority Secured Obligations, this Agreement may not be amended, modified or waived except with the written consent to any departure by any Borrower therefromof the Pledgors, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Collateral Agent and the affected Borrowers, and Existing Holdings Senior Notes Trustee (if the Pledged Collateral then such waiver or consent shall be effective only in secures the specific instance and for the specific purpose for which givenExisting Holdings Senior Notes); provided, however, that that, notwithstanding the foregoing, no amendment, waiver or such written consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend party (other than the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiiAgent) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for with respect to amendments, modifications or waivers necessary to permit the Lenders incurrence of additional Indebtedness (including any successor or any of them replacement facility to take any action hereunder or (vithe Credit Agreement) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed secured by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders Pledged Collateral and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits hereof insofar as the foregoing is not prohibited by the applicable documents governing or evidencing the Secured Obligations, including without limitation any amendments, modifications or waivers for the purpose of Sections 2.13adding appropriate references to additional parties in, 2.16 and 8.04according such parties the benefits of, any of the provisions hereof and designating such parties as Senior Secured Parties (and the related obligations as Senior Secured Obligations) upon or Second Priority Secured Parties (and the effectiveness related obligations as Second Priority Secured Obligations), as applicable, in connection with the incurrence of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderindebtedness.

Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 without the written consent of all Lenders, (iib) increase or, subject to Section 2.18, extend the Commitment of any Lender without the written consent of such Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder without the written consent of all Lenders directly affected thereby, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder without the written consent of all Lenders directly affected thereby, (ve) change the definition of “Required Lenders”, or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including, without limitation, approval of the joinder of the Co-Borrower) without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) increase the Co-Borrower Sublimit without the written consent of all Lenders directly affected thereby, (h) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (vii) amend or waive this Section 8.01 or any provision 9.01 without the written consent of this Agreement that requires pro rata treatment of the all Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Note.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lenderincrease, reinstate or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsOutstanding Credit Exposures, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including, without limitation, amending the definition of “Required Lenders”), (f) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders or Types of Advances, (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires provisions hereunder relating to the pro rata treatment of the Lenders, or (h) amend this Section 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this AgreementAgreement or any Note. Notwithstanding If the foregoingAgent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by or any other Loan Document, then the Borrowers, the Required Lenders Agent and the Administrative Agent if (i) by the terms of Borrower shall be permitted to amend, modify or supplement such agreement the Commitment of each Lender provision to cure such ambiguity, omission, mistake typographical error or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13other defect, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender shall become effective without any further action or LC Issuing Bank not consenting thereto receives payment in full consent of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing party to it or accrued for its account under this Agreement and is released from its obligations hereunderAgreement.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBorrower and each of the Lenders adversely affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02 (if and to the extent that the Borrowing for which such condition or conditions are waived would result in an increase in the aggregate amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (iib) extend or increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit such Lender or subject any such Lender to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder to such Lender, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder to such Lender; provided that only the consent of the Required Lenders shall be necessary to amend the provisos set forth in each of Section 2.06(a) and (b) or to waive any obligation of the Borrower to pay any increased interest pursuant to the provisos set forth in Section 2.06(a) or (b), (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) release the Borrower from its Guaranty or (vig) amend Section 8.06(b)(ii) or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Note.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the A Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders), do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitments of such Lenders (it being understood that amendments or waivers of conditions precedent, representations, covenants, Defaults or Events of Default shall not constitute an increase in the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit ) or subject any Lender such Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances A Notes or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations A Notes or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsA Notes, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder or (vif) amend or waive this Section 8.01 8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by each Lender holding a B Note at such time, (1) reduce the principal of, or interest on, such B Note or any provision fees or other amounts payable hereunder or thereunder with respect thereto, (2) postpone any date fixed for any payment of this Agreement that requires pro rata treatment of the Lendersprincipal of, or interest on, such B Note or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Lender to any additional obligations; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or any Note. This Agreement and is released from its obligations hereunderthe Notes constitute the entire agreement of the parties with respect to the subject matter hereof and thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the affected Borrowerscase of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the LendersBorrower or an Affiliate thereof), do any of the following: (ia) waive or amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders (other than pursuant to Section 2.17 or 2.18) or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advancesany Advance, reimbursement obligations any Reimbursement Obligation or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vif) amend or waive this Section 8.01 or (g) waive or amend any provision of this Agreement that requires regarding pro rata treatment sharing or otherwise relates to the distribution of the payments among Lenders; and provided further provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment ; and (ii) at no amendment, waiver or consent shall, unless in writing and signed by the time applicable LC Issuer, in addition to the Lenders required above to take such amendment becomes effectiveaction, each Lender affect the rights or duties of such LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account Issuer under this Agreement and is released from its obligations hereunderAgreement.

Amendments, Etc. No amendment Except as otherwise expressly provided in this Agreement or waiver of any provision of the other Loan Documents, this Agreement, nor consent to any departure Agreement and the other Loan Documents may be Modified only by any Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Required Lenders Borrower and the affected Borrowers, and then such Administrative Agent acting with the consent of the Required Lenders; provided that: (a) no Modification or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and by an instrument signed by all of the Lenders or by the Administrative Agent acting with the written consent of all of the Lenders, do any of the following: (i) amend Section 3.01 extend the date fixed for the payment of principal of or 3.02 interest on any Loan or waive any fee hereunder or under the Loan Documents, including, without limitation, any extension of the conditions specified thereinMaturity Date, (ii) increase reduce the Commitment amount of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligationssuch payment of principal, (iii) reduce the principal of, or rate at which interest on, the outstanding Advances is payable thereon or any fees or other amounts fee is payable hereunder, (iv) postpone any date fixed for any payment alter the rights or obligations of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunderBorrower to prepay Loans, (v) change alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Lenders or Types of Loans, (vi) alter the terms of this Section 14.05, (vii) Modify the definition of the term “Required Lenders” or Modify in any other manner the number or percentage of the Commitments Lenders required to make any determinations or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or waive any of them to take any action rights hereunder or (vi) amend or waive this Section 8.01 or to Modify any provision of this Agreement that requires pro rata treatment hereof, (viii) alter the several nature of the Lenders; and provided further ’ obligations hereunder, (ix) release the Borrower, any collateral or the Guarantor or otherwise terminate any Lien under any Security Document providing for collateral security (except that no amendmentsuch consent shall be required, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent is hereby authorized, to release any Lien covering the Swingline Bank collateral under the Security Documents, and to release (or any LC Issuing Bank terminate the liability of) the Borrower under the Loan Documents, and to release the Guarantor under the Guarantor Documents: (A) as expressly provided in addition the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents), (x) agree to additional obligations being secured by such collateral security, or (xi) alter the relative priorities of the obligations entitled to the Lenders required above to take such actionbenefits of the Liens created under the Security Documents; (b) any Modification of Article XIII, affect or of any of the rights or duties of the Administrative AgentAgent hereunder, shall require the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision consent of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if and the Required Lenders; and (c) no Modification shall increase the Commitment of any Lender without the consent of such Lender. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Administrative Agent is hereby authorized by the Lenders to enter into Modifications to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and SNDA Agreements and any amendment to the definition of “Change of Control” that would eliminate the exclusions set forth in clause (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time of such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderdefinition.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower or any Borrower Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersAdministrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment aggregate Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligationsBanks in excess of $300,000,000 (except in accordance with the provisions of Section 1.06), (iiib) reduce the principal of, or interest on, the outstanding Advances Notes or any fees or other amounts payable hereunderhereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (ivc) postpone any date fixed for any scheduled payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Notes or any fees or other amounts payable hereunderhereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date, (vd) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Credit Document, (vie) amend or waive this Section 8.01 11.01, (f) amend the definition of “Required Lenders”, (g) amend the definition of “Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or any provision of this Agreement that requires pro rata treatment of the LendersEnvironmental Indemnities; provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of the Borrower in accordance with the provisions of Sections 5.09(b) or 11.23, (i) modify any provisions requiring payment to be made for the ratable account of the Banks, (j) amend the definition of “Pro Rata Share” or (k) require the duration of an Interest Period to be more than six months if such period is not available to all Banks; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.or any other Credit Document. In addition, none of the following decisions shall be made without the written consent of the Required Lenders:

Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Agent or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoingAgreement and (y) no amendment, any provision of this Agreement may be amended by an agreement waiver or consent shall, unless in writing entered into and signed by the BorrowersAdministrative Agent, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to and the amendment provided for therein shall terminate (but such Lender Required Lenders, amend or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.waive Section

Amendments, Etc. No (1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h) or (i) below (in the case of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (a), (b) or (c), which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the Required Lenders) and the affected BorrowersBorrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.:

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsOutstanding Credit Exposures, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including, without limitation, amending the definition of “Required Lenders”), (f) extend the expiry date of any Facility LC to a date after the Termination Date or forgive all or any portion of any Reimbursement Obligation, (vig) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders or Types of Revolving Credit Advances, (h) amend or waive this Section 8.01 or any provision of this Agreement that requires provisions hereunder relating to the pro rata treatment of the Lenders, or (i) amend this Section 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swingline Bank or applicable LC Issuer in addition to the Lenders required above to take such action, affect the rights and duties of such LC Issuing Bank, as the case may be, Issuer under this AgreementAgreement or any Facility LC; and provided further that no amendments, consents or waivers are required to effectuate the increases in Commitments pursuant to Section 2.04(c) except as provided in such Section. Notwithstanding If the foregoingAgent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by or any other Loan Document, then the Borrowers, the Required Lenders Agent and the Administrative Agent if (i) by the terms of Borrower shall be permitted to amend, modify or supplement such agreement the Commitment of each Lender provision to cure such ambiguity, omission, mistake typographical error or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13other defect, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender shall become effective without any further action or LC Issuing Bank not consenting thereto receives payment in full consent of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing party to it or accrued for its account under this Agreement and is released from its obligations hereunderAgreement.

Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower Representative or any Borrower other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (other than with respect to any amendment or waiver contemplated in clauses (g) below, which to the extent permitted by Section 2.12 shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable) (or by the Administrative Agent with the consent of the Required Lenders) and the affected BorrowersBorrower Representative or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.:

Amendments, Etc. No (1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any Borrower other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h) or (i) below (in the case of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (b) or (c), which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the Required Lenders) and the affected BorrowersBorrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.:

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Non-Defaulting Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or Section 3.02, (iib) increase the Commitment Revolving Credit Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligationsLenders other than in accordance with Section 2.18, (iiic) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of the Company under Section 7.01 or release or otherwise limit the Company’s liability with respect to its obligations under Article VII or (vig) amend the definition of “Required Lenders” or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided further that any amendment, waiver or consent requiring the consent of all Non-Defaulting Lenders under clauses (b), (c), (d) or (f) of the preceding proviso that by its terms adversely affects any Defaulting Lender disproportionately as compared to other affected Lenders shall require the consent of such Defaulting Lender and any such amendment, waiver or consent that would alter the terms of this proviso will require the consent of such Defaulting Lender; provided still further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note, (ii) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank in addition to the Swingline Bank Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Banks in their capacities as such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing; and (iii) no amendment, any provision of this Agreement may be amended by an agreement waiver or consent shall, unless in writing entered into and signed by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC affected Issuing Bank not consenting in addition to the amendment provided for therein shall terminate (but Lenders required above to take such Lender action, adversely affect the rights or LC obligations of an Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of in its capacity as such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderAgreement.

Amendments, Etc. No Subject to Section 2.09(c), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest (or rate of interest) on, the outstanding Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the Swingline consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (irestated) by the terms of such agreement the or have any Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender other obligation hereunder or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or under any Letter of Credit issued by it and outstandingshall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all other amounts of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to it such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or accrued for its account under the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this Agreement and is released from its obligations hereunderproviso, will require the consent of such Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Company and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitment(s) of a Lender or subject any a Lender to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Revolving Credit Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Notes or any fees or other amounts payable hereunder, (ve) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vif) amend or waive this release the guarantee as set forth in Section 8.01 9.01, (g) modify Section 2.15 or any other provision of this Agreement that requires relates to the pro rata treatment of the LendersLenders hereunder or (h) amend this Section 8.01; and provided provided, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank 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 and (y) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swing Line Lenders under this Agreement or any Note; and provided further that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Advances with only the written consent of the Company, the Agent, the Swingline Bank Sub-Agent, and the Swing Line Lenders if the obligations of the other Lenders are not adversely affected thereby. If the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, other defect in any provision of this Agreement may or any other Loan Document, then the Agent and the Company shall be amended by an agreement permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement if the same is not objected to in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits Agent within five Business Days following receipt of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereundernotice thereof.

Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i), (v) or (vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Lender or such LC Issuing Bank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of ), and such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives shall have received payment of an amount equal to the outstanding principal of its Loans, any participations in full of the principal amount of Swingline Loans funded pursuant to Section 2.03(c) and interest accrued on each Advance made by it or any Letter participations in Letters of Credit issued by it and outstandingfunded pursuant to Section 2.04(e), as the case may betogether with all applicable accrued interest thereon, accrued fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No (a) Except as provided in Section 2,21, no amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 without the written consent of all Lenders, (iib) increase or, subject to Section 2.18, extend the Commitment of any Lender without the written consent of such Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder (other than as a result of an amendment pursuant to Section 2.21) without the written consent of all Lenders directly affected thereby, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder without the written consent of all Lenders directly affected thereby, (ve) change the definition of “Required Lenders”, or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (vih) amend or waive this Section 8.01 or any provision 9.01 without the written consent of this Agreement that requires pro rata treatment of the all Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders (other than pursuant to Section 2.05(b)) or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the Swingline consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (irestated) by the terms of such agreement the or have any Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender other obligation hereunder or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or under any Letter of Credit issued by it and outstandingshall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i), (v) or (vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Lender or such LC Issuing Bank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderamendment.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all each of the LendersLenders affected thereby, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of any such Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiib) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder or extend the date of termination of such Lender’s Commitment, (vd) release the Company from any of its obligations under Article VII, (e) require the duration of an Interest Period to be nine or more months if such period is not available to all Lenders, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder; or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding the foregoingAgreement or any Note, any provision of this Agreement may be amended by an agreement (y) no amendment, waiver or consent shall, unless in writing entered into and signed by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting Banks in addition to the amendment provided for therein shall terminate (but Lenders required above to take such Lender action, adversely affect the rights or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full obligations of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, Issuing Banks in their capacities as the case may be, and all other amounts owing to it or accrued for its account such under this Agreement and is released from its (z) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations hereunderof the Swing Line Banks under this Agreement.

Amendments, Etc. No amendment or waiver requires the consent of any provision all of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Senior Lenders and with respect to which the affected Borrowers, and then such waiver or Supermajority Senior Lenders shall have granted their consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at no Event of Default then exists, then the time Borrower shall have the right (unless such amendment becomes effectiveNon‑Consenting Lender grants such consent) to replace all such Non-Consenting Lenders by requiring such Non-Consenting Lenders to assign all their Loans, each Lender participations in Letters of Credit and Commitments to one or LC Issuing Bank not consenting thereto receives payment more Eligible Assignees that are Eligible Transferees; provided that, (A) all Non-Consenting Lenders must be replaced with one or more Senior Lenders that grant the applicable consent, (B) all Obligations of the Borrower owing to such Non-Consenting Lenders being replaced shall be paid in full to such Non-Consenting Lenders concurrently with such assignment and (C) the replacement Senior Lenders shall purchase the foregoing by paying to such Non-Consenting Lenders a price equal to the amount of such Obligations. In connection with any such assignment, the Borrower, the Senior Facility Agent, such Non-Consenting Lenders and the replacement Senior Lenders shall otherwise comply with Section 11.04 (Assignments). With the consent of the principal amount Required Senior Lenders, the Borrower shall have the right to use new shareholder funding or amounts on deposit in the Distribution Account that are permitted to be distributed pursuant to Section 5.10(d) (Distribution Account) of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Accounts Agreement and is released from its obligations hereunderin the Equity Proceeds Account that are permitted to be distributed pursuant to Section 5.01(c) (Equity Proceeds Account) to prepay all (and not part of) the Non-Consenting Lenders’ Loans and terminate all the Non-Consenting Lenders’ Commitments subject, in each case, to payment of all accrued interest, fees, costs or expenses due under the Financing Documents to the relevant Senior Lender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks and the affected Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks directly affected thereby (it being understood that all Banks are directly affected by clauses (a), (f), (g), (h) and (i) below), do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.2, (iib) increase or extend the scheduled termination date of any Commitment of any Lender, extend the Commitments, increase Bank or any Borrower Sublimit Issuing Bank or subject any Lender Bank or any Issuing Bank to any additional obligationsobligation, (iiic) reduce the Reimbursement Obligations, (d) reduce the principal of, or interest on, the outstanding Revolving Credit Advances or any fees or other amounts payable hereunder, (ive) postpone any date fixed for any payment of principal ofthe Reimbursement Obligations, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Advances or any fees or other amounts payable hereunder, (vf) change the definition of Majority Banks or otherwise change the LC Participation Percentages, the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Advances, Letter of Credit Liabilities or the number or the percentage of Lenders, that Reimbursement Obligations which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement, (g) release any of the Collateral (except as set forth in Section 8.15), release Pipeline Holdco from the Pipeline Holdco Guaranty (except as set forth in Section 8.15) or release TWC from the TWC Guaranty, (vih) amend or waive any provision of, or consent to any departure by any Borrower from, Section 2.9, this Section 8.01 8.1 or any provision of this Agreement that requires pro rata treatment Section 8.15, or (i) increase the aggregate amount of the LendersRevolving Credit Commitments for TWC or the Letter of Credit Commitments above $1,500,000,000; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under any Credit Document; and provided further that no amendment, the Swingline Bank waiver or such LC Issuing Bankconsent shall, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement unless in writing entered into and signed by each Issuing Bank in addition to the Banks required above to take such action, affect the rights or duties of any Issuing Bank under any Credit Document; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers, the Required Lenders and the Administrative Collateral Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting in addition to the amendment provided for therein shall terminate (but Banks required above to take such Lender action, affect the rights or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full duties of the principal amount of and interest accrued on each Advance made by it or Collateral Agent under any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderDocument.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Facility Document, nor and no consent to any departure by any the Borrower or Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (provided that any Defaulting Lender shall be deemed not to be a “Lender” for purposes of calculating the Required Lenders (including the granting of any consents or waivers) with respect to any of the Facility Documents) and the affected BorrowersBorrower and the applicable Loan Parties and acknowledged by Administrative Agent, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall, unless in writing and signed by all each Lender that would be directly and adversely affected thereby, the LendersAdministrative Agent and/or the Collateral Agent, as the case may be, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Article III, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiib) reduce the principal of, or interest on, the outstanding Advances any Loan, any reimbursement obligation in respect of any Letter of Credit or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations any Loan or any fees or other amounts payable hereunderhereunder (other than the dates for any mandatory prepayments under Section 2.14), (vd) increase any Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment or extend the stated expiration date of any Letter of Credit beyond the Commitment Termination Date, (e) release all or substantially all of the value of the Guarantee hereunder or release all or substantially all of the Collateral, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, Loans or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder or (vig) amend the definition of “Required Lenders,” “Pro Rata Share” or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided provided, further that no amendment, waiver or consent shall, shall (i) unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank relevant Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or any other Facility Document or (ii) unless in writing and signed by the Administrative Agent, the Swingline Bank or such LC Issuing Bank, amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.05(e). In addition, notwithstanding anything else to the case may becontrary contained in this Section 9.01, under this Agreement. Notwithstanding (a) if the foregoingAdministrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Facility Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (b) the Administrative Agent and the Borrower shall be permitted to amend any provision of any Security Document to better implement the intentions of this Agreement may be amended by an agreement and the other Facility Documents, and in each case, such amendments shall become effective without any further action or consent of any other party to any Facility Document if the same is not objected to in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if within five (i5) by the terms Business Days following receipt of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereundernotice thereof.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor and no consent to any departure by any Borrower Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower, on the one hand, and the Required Lenders and or by the affected BorrowersCollateral Agent with the consent of the Required Lenders, on the other hand, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: shall (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances Loans payable to any Lender (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), reduce the amount of any fee payable for the account of any Lender, or any fees postpone or other amounts payable hereunder, (iv) postpone extend any date fixed for any payment of principal of, or interest or fees on, the outstanding AdvancesLoans payable to any Lender, reimbursement obligations or any fees or other amounts payable hereunderin each case without the written consent of such Lender, (vii) increase the Total Commitment without the written consent of each Lender, (iii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, Loans that shall be is required for the Lenders or any of them to take any action hereunder hereunder, (iv) amend the definition of "Required Lenders" or "Pro Rata Share", (v) release all or a substantial portion of the Collateral or subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Lenders (except as otherwise provided in this Agreement and the other Loan Documents as in effect on the Effective Date), or release the Borrower or any Guarantor, or (vi) amend amend, modify or waive Section 3.04 or this Section 8.01 or any provision 11.02 of this Agreement that requires pro rata treatment without the written consent of each Lender. Notwithstanding the Lenders; and provided further that foregoing no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04not in its capacity as a Lender) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor the other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders (other than pursuant to Section 2.05(c)) or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest (or rate of interest) on, the outstanding Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder (other than pursuant to Section 2.18), (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or (vi) amend or waive Section 2.16 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the Swingline consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing BankBank or the Administrative Agent, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (irestated) by the terms of such agreement the or have any Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender other obligation hereunder or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or under any Letter of Credit issued by it and outstandingshall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all other amounts of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to it such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or accrued for its account under the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this Agreement and is released from its obligations hereunderproviso, will require the consent of such Defaulting Lender.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed (a) by all the Lenders, waive any of the conditions specified in Section 3.01; and (b) by each Lender directly affected thereby do any of the following: (i) amend Section 3.01 increase or 3.02 or waive any extend the Maturity Date for the Commitments of the conditions specified thereinsuch Lender, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder (it being understood that only the consent of the Required Lenders shall be necessary to amend the definition of Default Interest or to waive any obligation of the Borrower to pay Default Interest or interests or fees as set forth in Section 2.07(b)), (iviii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, hereunder or (viv) change amend or modify the percentage provisions of this Section 9.01 or the definition of the Commitments term “Required Lenders,” or of the aggregate unpaid principal amount of the outstanding Borrowings, or any other provision hereof specifying the number or the percentage of LendersLenders required to waive, that shall be required for the Lenders amend or modify any of them to take any action rights hereunder or (vi) amend make any determination or waive this Section 8.01 or grant any provision of this Agreement that requires pro rata treatment of the Lendersconsent hereunder; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this AgreementAgreement or any Note. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by and the terms of such agreement the Commitment of each Lender Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or LC Issuing Bank inconsistencies, or to effect administrative changes that are not consenting adverse to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13any Lender, 2.16 and 8.04) upon the effectiveness of such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderBorrower.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Company and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit a Lender or subject any a Lender to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Revolving Credit Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Notes or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vif) amend or waive this release the guarantee as set forth in Section 8.01 9.01, (g) modify Section 2.15 or any other provision of this Agreement that requires relates to the pro rata treatment of the LendersLenders hereunder or (h) amend this Section 8.01; and provided provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this AgreementAgreement or any Note. Notwithstanding If the foregoingAgent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may or any other Loan Document, then the Agent and the Company shall be amended by an agreement permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement if the same is not objected to in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits Agent within five Business Days following receipt of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereundernotice thereof.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any of the Other Agreements to which Borrower, Agent or any Lender is a party, nor consent to any departure by any Borrower Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and Requisite Lenders, or if Lenders shall not be parties thereto, by the Required Lenders parties thereto and the affected Borrowersconsented to by Requisite Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 increase the Revolving Loan Commitments of Lenders or 3.02 or waive subject Lenders to any of the conditions specified thereinadditional obligations to extend credit to Borrower, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances Loans (other than as expressly permitted herein) or any fees or other amounts payable hereunder, (iviii) postpone any date fixed for any payment in respect of principal of, or interest on, the outstanding Advances, reimbursement obligations Loan or any fees hereunder, (iv) change the Pro Rata Shares of Lenders, or other amounts payable any minimum requirement necessary for Lenders or Requisite Lenders to take any action hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 21, or change the definition of Requisite Lenders, or (vi) except in connection with the financing, refinancing, sale or other disposition of any provision asset of Borrower permitted under this Agreement that requires pro rata treatment (or to the extent Requisite Lender approval only is required with any such release pursuant to subsection 19(j) hereof), release or subordinate any liens in favor of Agent, for the benefit of Agent and Lenders, on any of the Lenders; Collateral and provided further further, that no amendment, waiver or consent shallaffecting the rights or duties of Agent under this Agreement or any Other Agreement shall in any event be effective, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative Agentforegoing to the contrary, for purposes of voting or consenting to matters with respect to this Agreement and the Swingline Bank or Other Agreements, a Defaulting Lender shall not be considered a Lender and such LC Issuing Bank, as Defaulting Lender’s Revolving Loan Commitment shall each be deemed to be $0 until such Defaulting Lender makes the case may be, under payments required in this Agreement. Notwithstanding In the foregoingevent that any consent, any provision waiver or amendment requiring the agreement of this Agreement may be amended by an agreement in writing entered into all Lenders as set forth above is agreed to by the BorrowersRequisite Lenders, the Required Lenders but not all Lenders, Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account obligations under this Agreement and the Other Agreements to one or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 20 of this Agreement; provided, that (i) no Lender may be required to assign its rights and obligations to a new Lender because such lender is released from unwilling to increase its obligations own loan commitments, (ii) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (iii) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Liabilities owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Agent to such non-consenting Lender of Agent’s intent to cause such non-consenting Lender to assign its interests hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Floating Rate Notes, nor consent to any departure by any Borrower the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiia) reduce the principal of, or interest on, the outstanding Advances Floating Rate Notes or any fees or other amounts payable hereunder, (ivb) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Floating Rate Notes or any fees or other amounts payable hereunder, (vc) release or impair the Lien of any collateral securing the Floating Rate Notes, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsFloating Rate Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (vie) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that no amendment, waiver or consent shall, unless signed by Lenders owed at least 85% in interest of the US Dollar Equivalent of the then aggregate unpaid principal amount of the Floating Rate Debt or, if no such principal amount is then outstanding, holders of at least 85% in interest of the US Dollar Equivalent of the then aggregate unpaid principal amount of the Existing Bank Debt amend, waive or consent to any departure from Section 5.01(P) (including by amending any definition used therein); and provided further, that no amendment, waiver or consent shall, unless signed by all the Initial Lenders or all the Subsequent Lenders waive any of the conditions specified in Section 3.01 or 3.02, respectively; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Note.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any Draw Condition Precedent; (b) increase the Commitments of the conditions specified thereinLenders (provided, (ii) increase that the Commitment of any one Lender may be increased with the consent of such Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, ); (iiic) reduce the principal of, or interest on, the outstanding Advances Notes or any fees or other amounts payable hereunder, ; (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Draws or any fees or other amounts payable hereunder; (e) as described in Section 7.02, waive any Event of Default; (vf) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAggregate Outstanding Principal Balance, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder; (g) release any material portion of any Collateral held to secure the obligations of the Borrower under the Transaction Documents (except as expressly provided for herein or in the other Transaction Documents); or (vih) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Collateral Agent in addition to the Lenders required above to take such action, affect the rights rights, protections, privileges, indemnities, immunities, standard of care or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Collateral Agent under this Agreementany Transaction Document. Notwithstanding the foregoing, any provision of this Agreement Subsequent Draw-Down Period with respect to any on Subsequent Lender may be amended by an agreement in writing entered into by with the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms consent of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderSubsequent Lender.

Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Agent or such LC Issuing Bank, as the case may be, under this AgreementAgreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment amendment, and (ii) at the time such amendment becomes effective, each Non-Consenting Lender or LC Issuing Bank not consenting thereto receives shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in full of the principal amount of and interest accrued on each Advance made by it or any Letter Letters of Credit issued by it and outstandingfunded pursuant to Section 2.04(e), as the case may betogether with all applicable accrued interest thereon, accrued fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by the Company or any Borrower other Relevant Party therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Required Lenders Majority Banks and the affected BorrowersCompany, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Bank affected thereby, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment of such Bank (it being understood that the waiver of any Lenderreduction in the Commitments or any mandatory repayment other than (x) the repayment of all Loans at the end of the Revolving Credit Availability Period and (y) the mandatory reductions of the Commitments provided for in Section 2.3(a) and (z) the mandatory prepayments required by the terms of Section 3.2(b), extend the Commitments, shall not be deemed to be an increase in any Borrower Sublimit Commitment) or subject any Lender the Banks to any additional obligations, obligation; (iiib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or fee hereunder or the face amount of any outstanding Advances or any fees or other amounts payable hereunder, Bankers' Acceptances; (ivc) postpone any scheduled date fixed for any payment or mandatory prepayment of principal of, or interest on, any Loan, Reimbursement Obligation, fee or the face amount of any outstanding Advances, reimbursement obligations or any fees Bankers' Acceptances or other amounts payable sum to be paid hereunder, ; (vd) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the Loans or the face amount of any outstanding BorrowingsBankers' Acceptances and Letter of Credit Liabilities, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement; (e) change any provision contained in Sections 2.2(c), 9.7 or 13.3 hereof or this Section 13.4 or Section 6.7 hereof, or (vif) amend release all or waive substantially all of any security for the obligations of the Company under this Agreement or any Note or all or substantially all of the personal liability of any obligor created under any of the Loan Documents. Anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of 13.4 to the Lenders; and provided further that contrary, no amendment, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 12 without the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent, the Swingline Bank applicable Agent or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderAgents affected thereby.

Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least ten Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (ii) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (vA) change the percentage of the Commitments of or of the aggregate unpaid principal amount of the outstanding BorrowingsLoans, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (viB) amend or waive this Section 8.01 and (iii) no amendment, waiver or any provision of consent shall, unless in writing and signed by the Required Lenders and each Lender that has or is owed obligations under this Agreement or the Notes that requires are modified by such amendment, waiver or consent, (A) increase or extend the Commitment of such Lender (other than pursuant to Section 2.16) or subject such Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Commitment of any Lender), (B) reduce the principal of, or interest on, the Loans made by such Lender, fees or other amounts payable hereunder to such Lender, (C) postpone any date fixed for any payment of principal of, or interest on, the Loans made by such Lender, fees or other amounts payable hereunder to such Lender or (D) waive the application of Section 2.13 or otherwise change Section 2.04, Section 2.08, Section 2.11 or Section 2.13 in a manner that would alter the pro rata treatment sharing of any payment or reduction in the Lenders; Commitments required thereby and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this AgreementAgreement or any Note. Notwithstanding anything to the foregoingcontrary herein, (x) no Defaulting Lender shall have any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowersright to approve or disapprove any amendment, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement waiver or consent hereunder, except that the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender may not be increased or LC Issuing Bank shall continue to be entitled to extended without the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness consent of such amendment Lender and (iiy) no amendment, waiver or consent with respect to Section 2.08(e) may affect one Tranche adversely vis-à-vis the other Tranche without the consent of Lenders having at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment least a majority in full interest of the outstanding principal amount of Loans and interest accrued on each Advance made by it or any Letter Commitments of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereundersuch Tranche.

Amendments, Etc. No amendment or modification of this Agreement, the Notes or any other Loan Document shall in any event be effective against Borrower unless the same shall be agreed or consented to in writing by Borrower. No amendment, modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by any Borrower therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, modification, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (ia) amend Section 3.01 increase any Revolving Loan Commitment or 3.02 or waive Advance Loan Commitment of any of the conditions specified therein, Lenders (iior reinstate any termination or reduction of the Revolving Loan Commitments or Advance Loan Commitments) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender of the Lenders to any additional obligations, ; (iiib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or fee hereunder; (c) postpone or extend the outstanding Advances Revolving Loan Maturity Date, the Advance Loan Maturity Date, the Revolving Loan Termination Date, the Advance Loan Termination Date, the Revolving Loan Availability Period, the Advance Loan Availability Period or any fees or other amounts payable hereunder, (iv) postpone any scheduled date fixed for any payment of principal of, or interest on, the outstanding Advancesany Loan, reimbursement obligations or any fees Reimbursement Obligation, fee or other amounts payable hereunder, sum to be paid hereunder or waive any Event of Default described in Section 9.1(a) hereof; (vd) change the percentage of any of the Revolving Loan Commitments or Advance Loan Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in Sections 2.2(c), 3.2(b)(2), 7.10, 11.3 or 11.4 hereof or this Section 11.5; (f) release any Person from liability under a Guaranty or release all or substantially all of the security for the Obligations or release Collateral (exclusive of Collateral with respect to which Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value on the most recent financial statements of Borrower delivered to Agent in excess of $1,000,000, or (vig) amend modify the provisions of Sections 4.1(b) or waive 4.2 hereof regarding pro rata application of amounts after an Event of Default shall have occurred and be continuing. Notwithstanding anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of 11.5 to the Lenders; and provided further that contrary, no amendment, modification, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 10 without the Administrative consent of Agent to the extent it affects Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative as Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Agent or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.14, 2.16 2.17 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any that directly affects such Participant. The Borrower therefrom, agrees that each Participant shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.134.03 (Increased Costs), 2.16 4.05 (Funding Losses) and 8.044.06 (Taxes) upon (subject to the effectiveness requirements and limitations therein, including the requirements under Section 4.06(e) (Taxes – Status of Lenders) (it being understood that any documentation required under Section 4.06 (Taxes) shall be delivered to the participating Commercial Bank Lender)) to the same extent as if it were a Commercial Bank Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 4.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 4.03 (Increased Costs) or 4.06 (Taxes), with respect to any participation, than its participating Commercial Bank Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Commercial Bank Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.14 (Right of Setoff) as though it were a Commercial Bank Lender; provided that such Participant agrees to be subject to Section 3.14 (Sharing of Payments) as though it were a Commercial Bank Lender. Each Commercial Bank Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commercial Bank Loans or other obligations under the Financing Documents (the “Participant Register”); provided that no Commercial Bank Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Commercial Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full participation for all purposes of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from notwithstanding any notice to the contrary. For the avoidance of doubt, the Commercial Banks Facility Agent (in its obligations hereundercapacity as Commercial Banks Facility Agent) shall have no responsibility for maintaining a Participant Register.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower or PMI therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and or if such amendment, waiver or consent relates solely to the affected BorrowersLenders or the Swingline Lenders, respectively, the Lenders holding 50.1% of the aggregate Revolving Credit Commitments or Swingline Commitments, respectively, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Sections 3.1 and 3.2, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsCommitments, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) release PMI from any of its obligations under Article 8 or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.1; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Facility Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Facility Agent under this AgreementAgreement or any Advance. Notwithstanding any provision herein to the foregoingcontrary, PMI and the Business Transformation Coordinators (as reasonably determined by the Business Transformation Coordinators and PMI in good faith) shall be permitted to amend, modify, waive or supplement the definition of “Sustainability Performance Targets,” Section 2.25, Schedule 5 and Schedule 6 (and any related provision of this Agreement may to the extent necessary to modify the substance of Section 2.25 or the method of calculation of any of the KPI Metrics) and such amendment, modification, waiver or other supplement shall be amended by an agreement in writing entered into by agreed to between PMI and the BorrowersBusiness Transformation Coordinators and shall become effective 15 Business Days after such amendment, modification, waiver or other supplement is posted to the Lenders, unless the Required Lenders and the Administrative Agent object to such amendment, modification, waiver or other supplement within 10 Business Days after such posting, provided that, if (i) any such amendment, modification, waiver or other supplement is reasonably determined by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting Business Transformation Coordinators to be material to the interests of the Lenders, it shall not be effective unless the same shall be in writing and signed by the Required Lenders; provided, further, that any amendment provided for or modification to the basis points set forth in the definitions of “Business Transformation Fee Adjustment” and/or “Business Transformation Margin Adjustment” or the related adjustment amounts to the Applicable Interest Rate Margin and/or Commitment Fee contained therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 in writing and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made signed by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLenders.

Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the affected Borrowerscase of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 waive, modify or 3.02 or waive eliminate any of the conditions specified thereinin Section 3.01, 3.02, 3.03 or 3.04, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances Advances, any Applicable Margin or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) amend this Section 8.01, or (vig) amend or waive this Section 8.01 or release any provision of this Agreement that requires pro rata treatment collateral for the obligations of the LendersBorrower hereunder; and provided further provided, further, that no amendment, waiver or consent shallshall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, affect further that this Agreement may be amended and restated without the rights or duties consent of the Administrative Agentany Lender, the Swingline LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing BankBank or the Agent, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (irestated) by the terms of such agreement the or have any Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender other obligation hereunder or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or under any Letter of Credit issued by it and outstandingshall have been paid in full all amounts payable hereunder to such Lender, the LC Issuing Bank or the Agent, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any Revolving Credit Note, nor and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; given provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: shall (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Revolving Credit Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances Revolving Loans or the Reimbursement Obligations payable to any fees Lender, reduce the amount of any fee payable for the account of any Lender, or other amounts payable hereunder, (iv) postpone or extend any date fixed for any payment of principal of, or interest or fees on, the outstanding AdvancesRevolving Loans or Letter of Credit Obligations payable to any Lender, reimbursement obligations or in each case without the written consent of any fees or other amounts payable hereunderLender affected thereby, (vii) increase the Total Revolving Credit Commitment without the written consent of each Lender, (iii) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, Revolving Credit Notes that shall be is required for the Lenders or any of them to take any action hereunder hereunder, (iv) amend the definition of “Required Lenders” or “Pro Rata Share”, (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Agent for the benefit of the Lenders, or release any Borrower or any Guarantor, (vi) amend modify, waive, release or subordinate the priority of the Obligations (except as permitted in this Agreement and the Loan Documents), or (vii) amend, modify or waive this Section 8.01 or any provision 12.02 of this Agreement that requires pro rata treatment Agreement, in each case without the written consent of each Lender. Notwithstanding the Lenders; and provided further that foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04not in its capacity as a Lender) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor the other Loan Documents.

Amendments, Etc. No Except as set forth in Section 2.08(c)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender directly adversely affected thereby, do any of the following: (ia) amend Section 3.01 increase or 3.02 or waive any extend the Commitments of the conditions specified thereinsuch Lender, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiib) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable by the Borrower to such Lender hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable such Lender hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of the Commitment of such Lender, (vd) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take waive, amend or modify any action rights hereunder or make any determination or grant any consent hereunder or (vie) amend or waive this Section 8.01 8.01; provided further that no amendment, waiver or any provision consent shall, unless in writing and signed by 100% of the Lenders, modify the pro rata provisions of this Agreement in a manner that requires would alter the pro rata treatment sharing of the Lenderspayments required thereby; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. This Agreement and the agreement referred to in Section 2.03(b) constitute the entire agreement of the parties with respect to the subject matter hereof and thereof. Notwithstanding anything to the foregoingcontrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature in any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersAgreement, the Required Lenders and then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party hereto if (i) the same is not objected to in 16605535v6 24740.00262 72 writing by the terms of such agreement Majority Lenders within five Business Days following the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness posting of such amendment and (ii) at to the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLenders.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders L/C Issuers, the Administrative Agent, the Majority Banks and the affected BorrowersCompany, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.03, (iib) increase the Commitment amount of any Lenderthe Commitment, extend the Commitments, increase any Borrower Sublimit L/C Expiration Date then in effect or subject any Lender Banks to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances Reimbursement Obligations or any fees or other amounts payable hereunderhereunder (except fees payable for the account of the L/C Issuers or Administrative Agent), (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Reimbursement Obligations or any fees or other amounts payable hereunderhereunder (except fees payable for the account of the L/C Issuers or Administrative Agent), (ve) change the percentage of the Commitments Reimbursement Obligations or of the aggregate unpaid principal amount of the outstanding Borrowings, Shares or the number or the percentage of Lenders, Banks that shall be required for the Lenders Banks or any of them to take any action hereunder, (f) alter the ratable application of payments or prepayments of principal, interest or other amounts hereunder among the Banks, (g) release any of the Pledged Bonds except upon reimbursement for the drawings related to such Pledged Bonds or as otherwise provided in this Agreement or the Pledge Agreement or (vih) amend amend, waive, supplement or waive otherwise modify this Section 8.01 8.01, Section 8.04(b) or any provision of this Agreement that requires pro rata treatment of the LendersSection 8.04(c); and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent or the L/C Issuers, the Swingline Bank or any LC Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent or the L/C Issuers, the Swingline Bank or such LC Issuing Bank, as the case may berespectively, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Bidders and other than any Lender that is, at such time, a Defaulting Lender), do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances Revolving Credit Notes or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Notes or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Notes, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank or Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Line Banks or of the Issuing Banks, as the case may be, under this Agreement or any Note; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agents or the Paying Agent, as the Swingline Bank or any LC Issuing Bank case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agents or Paying Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderNote.

Amendments, Etc. No Neither the amendment or waiver of any provision of this AgreementCredit Agreement or any other Credit Document, nor the consent to any departure by any Borrower one or more Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Aggregate Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the affected BorrowersAggregate Required Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that amendments, consents or waivers of any provisions of Sections 2.2(d) and 2.3(a)-(b) (to the extent and solely to the extent that such provisions relate to Atcon’s obligations to repay the Term B Loans), Section 4.1 (to the extent such provisions relate to the Interest Rate or Minimum Rate applicable to Obligations owing solely to the Term B Lenders) and Section 9.3(i) shall be effective if the same shall be in writing and signed by the Term B Required Lenders; provided further, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Existing Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiib) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, the outstanding Advances any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment or mandatory prepayment in respect of principal of, or interest on, the outstanding Advances, any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (vd) change the percentage of the Existing Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsTerm B Loan Commitments, or the number or the percentage of Lenders, that shall be required any minimum requirement necessary for the Lenders or any of them the Aggregate Required Lenders, Existing Required Lenders or Term B Required Lenders to take any action hereunder or hereunder, (vie) amend or waive Section 2.3, Section 2.8, Section 2.9, Section 13.6, Section 13.12, Section 14.6 or this Section 8.01 14.10, or change the definitions of Aggregate Required Lenders, Existing Required Lenders or Term B Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, increase the advance rates used to calculate the Revolving Credit Borrowing Base or the terms used in the calculation thereof, or (h) terminate, waive or modify any indemnification obligations of the Borrowers under the Credit Agreement or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further other Credit Document and, provided, further, that no amendment, waiver or consent shallaffecting the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative AgentAgent and/or the Issuing Bank, the Swingline Bank or any LC Issuing Bank as applicable, in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative Agentforegoing to the contrary, no consent of any Borrower shall be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9). In addition, the Swingline Bank Borrowers and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or such LC Issuing Bank, as supplementing Schedule 1.1A from time to time in the case may be, under this Agreement. Notwithstanding the foregoing, manner requested by any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and Agent or any Lender in order to reflect any assignments or transfers of the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment Loans as provided for therein hereunder; provided, however, that the Agent shall terminate (but promptly deliver a copy of any such Lender or LC Issuing Bank shall continue modification to be entitled to the benefits of Sections 2.13, 2.16 each Borrower and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLender.

Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 waive, modify or 3.02 or waive eliminate any of the conditions specified thereinin Article VI, (ii) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the 80 Lenders to any additional obligationsobligations (other than as provided by this Agreement), (iii) reduce the principal of, or interest on, the outstanding Advances any Loan, any Applicable Margin or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(c)), (iv) extend the Revolving Credit Termination Date or the Letter of Credit Expiration Date or postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations any Loan or any fees or other amounts payable hereunderhereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(d)), (v) change the definition of "Required Lenders" contained in Section 1.1 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, Loans or the number or the percentage of Lenders, that Lenders which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vi) amend any Loan Document in a manner intended to prefer one or waive this more Lenders over any other Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other securities issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property (as defined in the General and Refunding Mortgage Indenture), subject only to the prior Lien of the First Mortgage Indenture and to Permitted Liens (as such term is defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds or Subsidiary Guarantees, if any, except pursuant to the terms thereof or pursuant to Section 8.01 10.9 hereof, or change any provision of this Agreement that requires pro rata treatment the General and Refunding Mortgage Bonds providing for the release of the LendersGeneral and Refunding Mortgage Bonds, or (ix) amend, waive or modify this Section 11.1; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent in addition to the Lenders required above to take such action, affect the Swingline Bank rights or duties of the Administrative Agent under this Agreement or any LC other Loan Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement or any other Loan Document. Any request from the Borrower for any amendment, waiver or consent under this Section 11.1 shall be addressed to the Administrative Agent. The Administrative Agent, as holder of the Swingline Bank General and Refunding Mortgage Bonds, will not consent to any amendment or such LC Issuing Bankother modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, as without the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment consent of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLender.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Required Lenders Borrower and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by the Requisite Lenders, waive any of the conditions specified in Section 3.01 or 3.02, (b) no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (i) amend Section 3.01 change the number of Lenders or 3.02 or waive any the percentage of the conditions specified therein, (iix) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiiy) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding BorrowingsLetters of Credit that, or the number or the percentage of Lendersin each case, that shall be required for the Lenders or any of them to take any action hereunder, (ii) reduce or limit the obligations of the Guarantors under Section 6.01 or, except as expressly permitted under the Subsidiary Guaranty, Section 1 of the Subsidiary Guaranty or otherwise limit the Guarantors' liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, except as expressly permitted therein, (iii) except as expressly permitted hereunder or under the Collateral Documents, release any material portion of the Collateral in any transaction or series of related transactions, or (viiv) amend or waive this Section 8.01 9.01 and (c) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment under the Term Facility or Revolving Credit Facility if affected by such amendment, waiver or consent, (i) increase the Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes held by such Lender or any provision fees or other amounts payable hereunder to such Lender, or (iii) postpone any date fixed under Section 2.04 for any payment of this Agreement principal of or fixed under Section 2.06 or 2.07 for any payment of any interest on, the Notes held by such Lender or fixed under Section 2.08 for payment of any fees payable hereunder to such Lender; provided further that requires pro rata treatment no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above to take such action, affect the rights or obligations of the LendersIssuing Banks under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, subject to Section 8.16, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the CommitmentsCommitments (except pursuant to Section 2.06 or 2.07), increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected Borrowers(except as otherwise provided in Section 2.04(c)), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby in addition to the Required Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligationsLenders, (iiib) reduce the principal of, or interest on, the outstanding Revolving Credit Advances or LC Disbursements or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Advances or LC Disbursements or any fees or other amounts payable hereunder, (vd) extend the termination date of any Commitment or (e) change the Pro Rata Share of any Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) change the definition of “Required Lenders” or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsRevolving Credit Advances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (c) reduce or limit the obligations of PPG under Section 7.01 or release PPG or otherwise limit PPG’s liability with respect to the obligations owing to the Administrative Agent and the Lenders, (d) amend this Section 9.01 or (vie) amend or waive this Section 8.01 or modify any provision of this Agreement that requires any Loan Document having the effect of modifying the pro rata treatment of the LendersLenders thereunder; and provided further that (iii) [reserved]; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent and each Issuing Lender in addition to the Lenders required above to take such action, amend Section 2.18; and (v) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Bank or any LC Issuing Bank Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or any Note. It is acknowledged and is released from agreed that the exercise by PPG of its obligations hereunderrights under Section 2.04(b) shall not be deemed to require any amendment, waiver or consent under this Section 9.01.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders adversely affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances any Advance or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations any Advance or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of Commitments, the aggregate unpaid principal amount of the outstanding Borrowings, or the number any Advance or the percentage or number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement, any Note or any other Loan Document, (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank and/or the Swingline Lender in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Bank and/or the Swingline Lender, as applicable, in their capacities as such under this Agreement, and (z) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the foregoingcontrary herein, (A) no Defaulting Lender shall have any provision 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, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Advances, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein, (a) this Agreement may be amended by an agreement in writing entered into by and restated without the Borrowers, consent of any Lender (but with the Required Lenders consent of the Borrowers and the Administrative Agent if (iAgent) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting if, upon giving effect to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and restatement, such Lender shall no longer be a party to this Agreement (ii) at as so amended and restated), the time Commitments of such amendment becomes effectiveLender shall have terminated, each such Lender shall have no other commitment or LC Issuing Bank not consenting thereto receives payment other obligation hereunder and shall have been paid in full of the principal amount of all principal, interest and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement, and (b) the Agent may amend or modify this Agreement and is released from its obligations hereunderany other Loan Document to cure any ambiguity, omission, mistake, defect or inconsistency therein.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor any consent to any departure by any Borrower the Company therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Required Lenders Majority Banks and the affected BorrowersCompany, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Bank affected thereby, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment of such Bank (it being understood that the waiver of any Lenderreduction in the Commitments or any mandatory repayment other than (x) the repayment of all Loans at the end of the Revolving Credit Availability Period and (y) the mandatory reductions of the Commitments provided for in Section 2.3(a) and (z) the mandatory prepayments required by the terms of Section 3.2(b), extend the Commitments, shall not be deemed to be an increase in any Borrower Sublimit Commitment) or subject any Lender the Banks to any additional obligations, obligation; (iiib) reduce the principal of, or interest on, the outstanding Advances any Loan, Reimbursement Obligation or any fees or other amounts payable fee hereunder, ; (ivc) postpone any scheduled date fixed for any payment or mandatory prepayment of principal of, or interest on, the outstanding Advancesany Loan, reimbursement obligations or any fees Reimbursement Obligation, fee or other amounts payable sum to be paid hereunder, ; (vd) change the percentage of any of the Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement; (e) change any provision contained in Sections 2.2(c), 9.7 or 13.3 hereof or this Section 13.4 or Section 6.7 hereof, or (vif) amend release all or waive substantially all of any security for the obligations of the Company under this Agreement or all or substantially all of the personal liability of any obligor created under any of the Loan Documents. Anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of 13.4 to the Lenders; and provided further that contrary, no amendment, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 12 without the consent of Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor and no consent to any departure by any Borrower Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by (a) the Issuer, (b) the Required Lenders Holders or by the Agent with the consent of the Required Holders and (c) with respect to Article XI, the affected BorrowersGuarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do shall disproportionately with respect to any of the following: Holder (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances Sellers’ Secured Notes payable to any Holder, reduce the amount of any fee payable for the account of any Holder, or any fees postpone or other amounts payable hereunder, (iv) postpone extend any date fixed for any payment of principal of, or interest or fees on, the outstanding AdvancesSellers’ Secured Notes payable to any Holder, reimbursement obligations or in each case without the written consent of any fees or other amounts payable hereunderHolder affected thereby, (vii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, Sellers’ Secured Notes that shall be is required for the Lenders Holders or any of them to take any action hereunder hereunder, (iii) amend the definition of “Required Holders” or “Pro Rata Share”, (iv) amend, modify or waive Section 4.02, this Section 12.02 or Section 12.15 or (viv) amend modify, waive, release or waive this Section 8.01 or any provision subordinate the perfected status of the Obligations (except as permitted in this Agreement that requires pro rata treatment and the other Sellers’ Secured Note Documents), in each case, without the written consent of each Holder affected thereby. Notwithstanding the Lenders; and provided further that foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04not in its capacity as a Holder) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or the other Sellers’ Secured Note Documents. For the avoidance of doubt, the parties hereto agree that the Required Holders or the Agent with the consent of the Required Holders may enter into or amend any intercreditor or subordination agreements, including the Intercreditor Agreements, and is released from its obligations hereunderany amendments, restatements, supplements or other modifications thereto.

Amendments, Etc. No Neither the amendment or waiver of any provision of this AgreementCredit Agreement or any other Credit Document, nor the consent to any departure by any Borrower one or more Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Aggregate Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the affected BorrowersAggregate Required Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that amendments, consents or waivers of any provisions of Sections 2.2(d) and 2.3(a)-(b) (to the extent and solely to the extent that such provisions relate to Atcon's obligations to repay the Term B Loans), Section 4.1 (to the extent such provisions relate to the Interest Rate or Minimum Rate applicable to Obligations owing solely to the Term B Lenders) and Section 9.3(i) shall be effective if the same shall be in writing and signed by the Term B Required Lenders; provided further, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Existing Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiib) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, the outstanding Advances any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment or mandatory prepayment in respect of principal of, or interest on, the outstanding Advances, any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (vd) change the percentage of the Existing Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsTerm B Loan Commitments, or the number or the percentage of Lenders, that shall be required any minimum requirement necessary for the Lenders or any of them the Aggregate Required Lenders, Existing Required Lenders or Term B Required Lenders to take any action hereunder or hereunder, (vie) amend or waive Section 2.3, Section 2.8, Section 2.9, Section 13.6, Section 13.12, Section 14.6 or this Section 8.01 14.10, or change the definitions of Aggregate Required Lenders, Existing Required Lenders or Term B Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, increase the advance rates used to calculate the Revolving Credit Borrowing Base or the terms used in the calculation thereof, or (h) terminate, waive or modify any indemnification obligations of the Borrowers under the Credit Agreement or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further other Credit Document and, provided, further, that no amendment, waiver or consent shallaffecting the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative AgentAgent and/or the Issuing Bank, the Swingline Bank or any LC Issuing Bank as applicable, in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative Agentforegoing to the contrary, no consent of any Borrower shall be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9). In addition, the Swingline Bank Borrowers and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or such LC Issuing Bank, as supplementing Schedule 1.1A from time to time in the case may be, under this Agreement. Notwithstanding the foregoing, manner requested by any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and Agent or any Lender in order to reflect any assignments or transfers of the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment Loans as provided for therein hereunder; provided, however, that the Agent shall terminate (but promptly deliver a copy of any such Lender or LC Issuing Bank shall continue modification to be entitled to the benefits of Sections 2.13, 2.16 each Borrower and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLender.

Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Agent or such LC Issuing Bank, as the case may be, under this AgreementAgreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment amendment, and (ii) at the time such amendment becomes effective, each Non-Consenting Lender or LC Issuing Bank not consenting thereto receives shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in full of the principal amount of and interest accrued on each Advance made by it or any Letter Letters of Credit issued by it and outstandingfunded pursuant to Section 2.04(e), as the case may betogether with all applicable accrued interest thereon, accrued fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders (other than the Designated Lenders and other than any Lender Party which is, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or, in the case of the initial Borrowing, Section 3.02, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (iii) release any Material Guarantor, or (vi) amend or waive this Section 8.01 8.01, (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender affected by such amendment, waiver or consent (other than the Designated Lenders and other than any Lender which is, at such time, a Defaulting Lender), (i) reduce the principal of, or interest on, the Advances owed to such Lender or any provision fees or other amounts payable hereunder to such Lender or (ii) postpone any date fixed for any payment of this Agreement principal of, or interest on, the Advances owed to such Lender or any fees or other amounts payable hereunder to such Lender and (c) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and, for each Facility directly affected by such amendment, waiver or consent, each Lender that requires pro rata treatment has a Commitment under such Facility (other than the Designated Lenders and other than any Lender which is, at such time, a Defaulting Lender), increase the Commitments of such Lender or subject such Lender to any additional obligations; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or any Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the LendersSwing Line Bank or of such Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding Each Designating Lender shall act as its Designated Lender's agent and attorney in fact and exercise on behalf of its Designated Lender all rights, if any, to vote and to grant and make approvals, waivers, consents or waivers in accordance with this Section 8.01. The Borrower, the foregoing, Agents and the other Lender Parties shall continue to deal solely and directly with the Designating Lender in connection with the Designated Lender's rights and obligations under this Agreement. Any request by any Loan Party for an amendment or waiver of any provision of this Agreement may any Loan Document shall be amended made by an agreement in writing entered into such Loan Party by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting giving a written request therefor to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderDocumentation Agent.

Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the affected Borrowerscase of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 waive, modify or 3.02 or waive eliminate any of the conditions specified thereinin Section 3.01, 3.02 or 3.03, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances Advances, any Applicable Margin or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) amend this Section 8.01, or (vig) amend or waive this Section 8.01 or release any provision of this Agreement that requires pro rata treatment collateral for the obligations of the LendersBorrower hereunder; and provided further provided, further, that no amendment, waiver or consent shallshall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, Agent and the Swingline Bank or any LC Issuing Bank Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, affect further that this Agreement may be amended and restated without the rights or duties consent of the Administrative Agentany Lender, the Swingline LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing BankBank or the Agent, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (irestated) by the terms of such agreement the or have any Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender other obligation hereunder or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or under any Letter of Credit issued by it and outstandingshall have been paid in full all amounts payable hereunder to such Lender, the LC Issuing Bank or the Agent, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or modification of this Agreement, the Notes or any other Loan Document shall in any event be effective against Borrower unless the same shall be agreed or consented to in writing by Borrower. No amendment, modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by any Borrower therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverPROVIDED, that no amendment, modification, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive increase any Revolving Loan Commitment of any of the conditions specified therein, Lenders (iior reinstate any termination or reduction of the Revolving Loan Commitments) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender of the Lenders to any additional obligations, ; (iiib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or fee hereunder; (c) postpone or extend the outstanding Advances Revolving Loan Maturity Date, the Revolving Loan Termination Date, the Revolving Loan Availability Period or any fees or other amounts payable hereunder, (iv) postpone any scheduled date fixed for any payment of principal of, or interest on, the outstanding Advancesany Loan, reimbursement obligations or any fees Reimbursement Obligation, fee or other amounts payable hereunder, sum to be paid hereunder or waive any Event of Default described in SECTION 9.1(A) hereof; (vd) change the percentage of any of the Revolving Loan Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder under this Agreement (including, without linitation, the definition of "Majority Lenders"); (e) change any provision contained in SECTIONS 2.2(C), 3.4, 11.3 OR 11.4 hereof or this SECTION 11.5; (f) release any Person from liability under a Guaranty or substantially all of the security for the Obligations or release Collateral (exclusive of Collateral with respect to which Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value on the most recent financial statements of Borrower delivered to Agent in excess of $1,000,000, or (vig) amend modify the provisions of SECTIONS 4.1(B) or waive 4.2 hereof regarding PRO RATA application of amounts after an Event of Default shall have occurred and be continuing. Notwithstanding anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of SECTION 11.5 to the Lenders; and provided further that contrary, no amendment, modification, waiver or consent shall, unless in writing and signed by shall be made with respect to SECTION 10 without the Administrative consent of Agent to the extent it affects Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative as Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed (a) by all the Lenders, waive any of the conditions specified in Section 3.01; and (b) by each Lender directly affected thereby do any of the following: (i) amend Section 3.01 increase or 3.02 or waive any extend the Termination Date for the Revolving Credit Commitments of the conditions specified thereinsuch Lender, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder (it being understood that only the consent of the Required Lenders shall be necessary to amend the definition of Default Interest or to waive any obligation of the Borrower to pay Default Interest or interests or fees as set forth in Section 2.07(b)), (iviii) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunder, hereunder except as provided in Section 2.19 or (viv) change amend or modify the percentage provisions of this Section 9.01 or the definition of the Commitments term “Required Lenders,” or of the aggregate unpaid principal amount of the outstanding Borrowings, or any other provision hereof specifying the number or the percentage of LendersLenders required to waive, that shall be required for the Lenders amend or modify any of them to take any action rights hereunder or (vi) amend make any determination or waive this Section 8.01 or grant any provision of this Agreement that requires pro rata treatment of the Lendersconsent hereunder; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note and no amendment, waiver or consent shall, unless in writing and signed by the Swingline Bank Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by and the terms of such agreement the Commitment of each Lender Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or LC Issuing Bank inconsistencies, or to effect administrative changes that are not consenting adverse to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13any Lender, 2.16 and 8.04) upon the effectiveness of such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderBorrower.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lenderincrease, reinstate or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsOutstanding Credit Exposures, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including, without limitation, amending the definition of “Required Lenders”), (f) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders or Types of Advances, (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires provisions hereunder relating to the pro rata treatment of the Lenders, or (h) amend this Section 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this AgreementAgreement or any Note; and provided further that no amendments, consents or waivers are required to effectuate the increases in Commitments and Incremental Term Loans pursuant to Section 2.04(c) except as provided in such Section. Notwithstanding If the foregoingAgent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement may be amended by an agreement in writing entered into by or any other Loan Document, then the Borrowers, the Required Lenders Agent and the Administrative Agent if (i) by the terms of Borrower shall be permitted to amend, modify or supplement such agreement the Commitment of each Lender provision to cure such ambiguity, omission, mistake typographical error or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13other defect, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender shall become effective without any further action or LC Issuing Bank not consenting thereto receives payment in full consent of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing party to it or accrued for its account under this Agreement and is released from its obligations hereunderAgreement.

Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any Borrower Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligationsobligations (other than as permitted by Section 2.05(c) to the extent any of such Lenders consents thereunder), (iiic) reduce the principal of, or interest on, the outstanding Advances Revolving Credit Notes or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Notes or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes or of the aggregate Available Amount of outstanding BorrowingsLetters of Credit, or the number or the percentage of Lenders, that in each case shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of the Guarantor under Section I of the Guaranty or otherwise limit the Guarantor's liability with respect to the obligations owing to the Administrative Agent, the Lenders and the Issuing Bank or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank under this Agreement; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Note.

Amendments, Etc. No amendment amendment, modification or waiver of any provision of this Agreement, Agreement or any other Transaction Document nor any consent to any departure by any Borrower therefrom, failure to comply herewith or therewith shall in any event be effective unless the same shall be in writing and signed by Seller, Agent and the Required Lenders and the affected BorrowersPrincipals, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, material amendment to this Agreement shall be effective unless in writing and signed (solely to the extent required by all the Lenders, do any of documents governing the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment securitization program of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest onapplicable Conduit Principal), the outstanding Advances Bank Principal (or any fees or other amounts payable hereunder, (ivits agent) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenderssuch Conduit Principal shall have received written confirmation from each Rating Agency then rating such Conduit Principal’s Short-Term Notes, that shall such action, event or condition will not cause the then current rating of such notes to be required for the Lenders suspended, downgraded or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenderswithdrawn; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by each Principal: (a) change (directly or indirectly) the Administrative Agentdefinitions of “Eligible Mortgage Loan”, “Portfolio Criteria”, “Purchase Price Percentage” or “Required Principals”, (b) reduce fees payable by Seller to any Principal, or delay the Swingline Bank dates on which such fees are payable, (c) change any Event of Default or Servicer Default or (d) change any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision provisions of this Agreement may be amended by an agreement in writing entered into by the BorrowersSection and provided, the Required Lenders and the Administrative Agent if further, that (i) by the terms of such agreement no amendment, waiver or consent shall increase the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but any Principal unless in writing and signed by such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment Principal and (ii) at no amendment of any definition or any provision contained in this Agreement that specifically relates to the time rights or obligations of the Custodian under this Agreement, if the effect of such amendment becomes effectivewould materially and adversely affect the Custodian, without the Custodian’s prior written consent. Seller shall provide each Lender or LC Issuing Bank not consenting thereto receives payment in full rating agency then rating any Short-Term Notes with written notice of each amendment. The costs and expenses associated with any such amendment shall be borne by the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as party requesting the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderamendment.

Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i), (v) or (vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Lender or such LC Issuing Bank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of ), and such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives shall have received payment of an amount equal to the outstanding principal of its Loans, any participations in full of the principal amount of Swingline Loans funded pursuant to Section 2.03(c) and interest accrued on each Advance made by it or any Letter participations in Letters of Credit issued by it and outstandingfunded pursuant to Section 2.04(e), as the case may betogether with all applicable accrued interest thereon, accrued fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders directly and adversely affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment of any Lender, or extend the Commitments, increase any Borrower Sublimit Commitments of the Lenders except as provided in Section 2.05(d) or subject any Lender to any additional obligations(e), (iiic) reduce the principal of, or interest on, the outstanding Advances Notes, any Advance, any Letter of Credit Disbursement or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesNotes, or the required date of reimbursement obligations of any Letter of Credit Disbursement, or any fees or other amounts payable hereunder, except as provided in Section 2.05(e), (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsNotes, or change the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) amend this Section 8.01, (g) modify Section 2.16, or (vih) amend release any Person from its liability under a guarantee, or waive this Section 8.01 or any provision limit such Person’s liability in respect of this Agreement that requires pro rata treatment of the Lenderssuch guarantee; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent in addition to the Lenders required above to take such action, affect the Swingline Bank rights or duties of the Agent under this Agreement or any LC Note; provided further that no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline such Issuing Bank or such LC Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent to the provisions of Section 2.19 shall be effective unless in writing and signed by the Agent, each Issuing Bank and the Required Lenders. Notwithstanding the foregoing, no consent with respect to any provision amendment, waiver or modification of this Agreement may shall be amended by an agreement required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in writing entered into by the Borrowersclauses (b), the Required Lenders and the Administrative Agent if (ic), (d), (e) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04f) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount first proviso of this paragraph and interest accrued on each Advance made then only in the event such Defaulting Lender shall be directly and adversely affected by it such amendment, waiver or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereundermodification.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest (or rate of interest) on, the outstanding Advances Term Loans or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Term Loans or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsTerm Loans, or change the definition of “Majority Lenders” or the number or the percentage of Lenders, Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.09 or (vi) amend or waive Section 2.11 or (g) amend this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement and restated) or have any Commitment or other obligation hereunder and shall have been paid in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting full all amounts payable hereunder to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstandingAdministrative Agent, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any of the Other Agreements, nor consent to any departure by any Borrower Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders, or if Lenders shall not be parties thereto, by the Required Lenders parties thereto and the affected Borrowersconsented to by Requisite Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by (a) all Lenders directly affected thereby, do any of the following: (i) increase the Revolving Loan Commitments of Lenders or subject Lenders to any additional obligations to extend credit to Borrowers, (ii) reduce the principal of, or interest on, the Loans (other than as expressly permitted herein) or any fees hereunder or (iii) postpone any date fixed for any payment in respect of principal of, or interest on, the Loan or any fees hereunder; or (b) by all Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any change the definition of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal ofPro Rata Shares, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed minimum requirement necessary for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them Requisite Lenders to take any action hereunder or hereunder, (viii) amend or waive this Section 8.01 21, or change the definition of Requisite Lenders, (iii) increase by more than five percent (5%) the advance rates set forth in subsection 2(a) hereof or (iv) except in connection with the financing, refinancing, sale or other disposition of any provision asset of any Loan Party permitted under this Agreement that requires pro rata treatment (or to the extent Requisite Lender approval only is required with any such release pursuant to subsection 19(j) hereof), release or subordinate any liens in favor of Agent, for the benefit of Agent and Lenders, on any of the Lenders; Collateral, and provided further further, that no amendment, waiver or consent shallaffecting the rights or duties of Agent under this Agreement or any Other Agreement shall in any event be effective, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative Agentforegoing to the contrary, (A) for purposes of voting or consenting to matters with respect to this Agreement and the Swingline Bank Other Agreements, a Defaulting Lender shall not be considered a Lender and such Defaulting Lender’s Revolving Loan Commitment shall be deemed to be zero and No/100 Dollars ($0) until such Defaulting Lender makes the payments required in this Agreement and (B) the consent of Loan Parties shall not be required for any amendment, modification or such LC Issuing Bank, as waiver of the case may be, under this Agreement. Notwithstanding the foregoing, any provision provisions of this Agreement may be amended by an Section 21. In the event that any consent, waiver or amendment requiring the agreement in writing entered into of all Lenders as set forth above is agreed to by the BorrowersRequisite Lenders, the Required Lenders but not all Lenders, Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account obligations under this Agreement and the Other Agreements to one or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 20 of this Agreement; provided, that (1) no Lender may be required to assign its rights and obligations to a new Lender because such lender is released from unwilling to increase its obligations own loan commitments, (2) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (3) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Liabilities owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Agent to such non-consenting Lender of Agent’s intent to cause such non-consenting Lender to assign its interests hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementCredit Agreement or any other Credit Document, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the affected BorrowersRequired Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, shall unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of the Lenders (or of any individual Lender, extend the Commitments, increase any Borrower Sublimit ) or subject the Lenders (or any Lender individual Lender) to any additional obligations, (iiib) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, the outstanding Advances any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment in respect of principal of, or interest on, the outstanding Advances, any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (vd) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsCommitments, or the number or the percentage of Lenders, that shall be required any minimum requirement necessary for the Lenders or any of them the Required Lenders to take any action hereunder or hereunder, (vie) amend or waive this Section 8.01 14.10, or change the definition of Required Lenders or (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any provision of this Agreement that requires pro rata treatment asset of the Lenders; and provided further Borrowers permitted under this Credit Agreement, release any Liens in favor of the Lenders on any of the Collateral and, provided, further, that no amendment, waiver or consent shallaffecting the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative AgentAgent and/or the Issuing Bank, the Swingline Bank or any LC Issuing Bank as applicable, in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative Agentforegoing to the contrary, the Swingline Bank consent of the Borrowers shall not be required for any amendment, modification or such LC Issuing Bankwaiver of the provisions of Article XIII (other than the provisions of Section 13.9). In addition, as the case may be, under Borrowers and the Lenders hereby authorize the Agent to modify this Agreement. Notwithstanding 110 Credit Agreement by unilaterally amending or supplementing Schedule 1.1A from time to time in the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into manner requested by the Borrowers, the Required Lenders and Agent or any Lender in order to reflect any assignments or transfers of the Administrative Loans as provided for hereunder; provided, however, that the Agent if (i) by the terms shall promptly deliver a copy of any such agreement the Commitment of each Lender or LC Issuing Bank not consenting modification to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 Borrowers and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderLender.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Majority Lenders, in the affected Borrowerscase of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 or 3.02, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit Lender or subject any Lender to any additional obligations, (iii) reduce reduce, or waive the payment of, the principal of, or interest on, the outstanding Advances Advances, reimbursement obligations in respect of LC Disbursements, or any fees or other amounts payable to the Lenders ratably hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations in respect of LC Disbursements, or any fees or other amounts payable to the Lenders ratably hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder under this Agreement, or (vi) amend amend, waive, or waive in any way modify or suspend any provision requiring the pro rata application of payments or of Section 2.15 or of this Section 8.01 8.01; provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any provision of this Agreement that requires pro rata treatment of the Lendersamount payable to such Lender; and provided further provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Agent and each Issuing Bank in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of such Administrative Agent or each Issuing Bank under this Agreement, (B) this Agreement may be amended and restated without the consent of any Lender, the Administrative AgentAgent or any Issuing Bank if, the Swingline Bank upon giving effect to such amendment and restatement, such Lender, Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of shall no longer be a party to this Agreement may be (as so amended by an agreement and restated) or have any Commitment or other obligation hereunder and shall have been paid in writing entered into by the Borrowersfull all amounts payable hereunder to such Lender, the Required Lenders and the Administrative Agent if (i) by the terms of or such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstandingBank, as the case may be, and all other amounts owing (C) any Issuing Bank may be appointed and may resign pursuant to it Section 7.07, and the LC Commitment of any Issuing Bank may be increased or accrued for its account under this Agreement decreased pursuant to a written agreement between the Borrower and is released from its obligations hereundersuch Issuing Bank, a copy of which shall be delivered to the Administrative Agent, in each case, without the consent of any Lender.

Amendments, Etc. No Subject to Section 2.1(c) or Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 3.01, 3.02 or 3.02 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit Commitments (except pursuant to Section 2.06 or subject any Lender to any additional obligations2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank Agent or such LC Issuing Bank, as the case may be, under this AgreementAgreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender or and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment amendment, and (ii) at the time such amendment becomes effective, each Non-Consenting Lender or LC Issuing Bank not consenting thereto receives shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in full of the principal amount of and interest accrued on each Advance made by it or any Letter Letters of Credit issued by it and outstandingfunded pursuant to Section 2.04(e), as the case may betogether with all applicable accrued interest thereon, accrued fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No Except as set forth in Section 2.09(e), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the affected BorrowersMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender directly adversely affected thereby, do any of the following: (ia) amend Section 3.01 increase or 3.02 or waive any extend the Commitments of the conditions specified thereinsuch Lender, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiib) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable by the Borrower to such Lender hereunder, (ivc) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable such Lender hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of the Commitment of such Lender, (vd) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder or (vie) amend or waive this Section 8.01 8.01; provided further that no amendment, waiver or any provision consent shall, unless in writing and signed by 100% of the Lenders, modify the pro rata provisions of this Agreement in a manner that requires would alter the pro rata treatment sharing of the Lenderspayments required thereby; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. This Agreement and the agreement referred to in Section 2.03(b) constitute the entire agreement of the parties with respect to the subject matter hereof and thereof. Notwithstanding anything to the foregoingcontrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature in any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersAgreement, the Required Lenders and then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party hereto if (i) the same is not objected to in writing by the terms of such agreement Majority Lenders within five Business Days following the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness posting of such amendment and (ii) at to the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.Lenders. 733301099 15483412

Amendments, Etc. No amendment or modification of this Agreement, the Notes or any other Loan Document shall in any event be effective against Borrower or any Obligor party thereto unless the same shall be agreed or consented to in writing by such Person. No amendment, modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by any Borrower Obligor therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing and signed by the Required Lenders and the affected BorrowersSuper Majority Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, modification, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive increase any Revolving Loan Commitment of any of the conditions specified therein, Lenders (iior reinstate any termination or reduction of the Revolving Loan Commitments) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender of the Lenders to any additional obligations, ; (iiib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or fee hereunder; (c) postpone or extend the outstanding Advances Maturity Date, the Revolving Loan Termination Date, the Revolving Loan Availability Period or any fees or other amounts payable hereunder, (iv) postpone any scheduled date fixed for any payment of principal of, or interest on, the outstanding Advancesany Loan, reimbursement obligations or any fees Reimbursement Obligation, fee or other amounts payable hereunder, sum to be paid hereunder or waive any Event of Default described in Section 9.1(a) hereof; (vd) change the percentage of any of the Revolving Loan Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (e) change any provision contained in Sections 2.2(c), 7.9, 11.3 or 11.4 hereof or this Section 11.5; (f) release any Person from liability under a Guaranty or release all or substantially all of the security for the Obligations or release Collateral (exclusive of Collateral with respect to which Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value on the most recent financial statements of Borrower delivered to Agent in excess of $1,000,000, or (vig) amend or waive increase any of the fixed percentages to be multiplied by the aggregate amounts of the components comprising the Borrowing Base that are described in (i) and (ii) and (iii) of the definition of Borrowing Base herein. Notwithstanding anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of 11.5 to the Lenders; and provided further that contrary, no amendment, modification, waiver or consent shall, unless in writing and signed by shall be made with respect to Section 10 without the Administrative consent of Agent to the extent it affects Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative as Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrowers or any Borrower other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrowers or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (w) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document (i) to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be internally consistent or consistent with other Loan Documents, (ii) to make any change that would provide any additional rights or benefits to the Agents or the Lenders, (iii) to the extent necessary, in the reasonable judgment of the Administrative Agent, to give effect to the inclusion of additional currencies other than Dollars and (iv) to make the Delayed Draw Term Loans or Incremental Term Loans fungible with the Closing Date Term Loans (including in the form of an increase to the amortization of such Delayed Draw Term Loans and/or Incremental Term Facility (and the amortization of the Closing Date Term Loans may be increased) as may be necessary to cause such Delayed Draw Term Loans and/or Incremental Loans to be treated as the same Class as, and to permit fungibility with, the Initial Term Loans), (x) only the consent of each Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify (I) any provision that affects solely the Revolving Credit Facility and (II) the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement) or 8.03 and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders, (y) only the consent of the Borrower and the Required Delayed Draw Term Lenders shall be necessary to amend, waive or modify (I) any provision that affects solely the Delayed Draw Term Facility and (II) the terms and provisions of Section 4.02 (with respect to Borrowings of the Delayed Draw Term Loans) and no such amendment, waiver or modification shall become effective without the consent of the Required Delayed Draw Term Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.:

Amendments, Etc. No amendment or waiver of any provision of this AgreementCredit Agreement or any other Credit Document, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the affected BorrowersRequired Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall, shall unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiib) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, the outstanding Advances any Revolving Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment in respect of principal of, or interest on, the outstanding Advances, any Revolving Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (vd) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsCommitments, or the number or the percentage of Lenders, that shall be required any minimum requirement necessary for the Lenders or any of them the Required Lenders to take any action hereunder or hereunder, (vie) amend or waive this Section 8.01 13.10, or change the definition of Required Lenders, (f) release any provision Borrower from being a party to this Credit Agreement, (g) extend any expiry date of this Agreement that requires pro rata treatment any Letter of Credit beyond the Lenders; Maturity Date and provided further (h) change or waive any conditions precedent to closing contained in Section 5.1 and, provided, further, that no amendment, waiver or consent shallaffecting the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative AgentAgent and/or the Issuing Bank, the Swingline Bank or any LC Issuing Bank as applicable, in addition to the Lenders required above hereinabove to take such action, affect the rights or duties . Notwithstanding any of the Administrative Agentforegoing to the contrary, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full consent of the principal amount Borrowers shall not be required for any amendment, modification or waiver of and interest accrued on each Advance made by it or any Letter the provisions of Credit issued by it and outstanding, as Article XII (other than the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.provisions of Section 12.9

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersBanks, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Article III, (iib) increase the Commitment Letter of any Lender, extend Credit Commitments of the Commitments, increase any Borrower Sublimit Issuing Banks or subject any Lender Bank to any additional obligationsobligation, (iiic) reduce the principal of, or interest on, the outstanding Advances Reimbursement Obligations or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Reimbursement Obligations or any fees or other amounts payable hereunder, (ve) take any action which requires the signing of all the Banks pursuant to the terms of this Agreement, (f) change the definition of Majority Banks or otherwise change the percentage of the Letter of Credit Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsLetter of Credit Liabilities or the Reimbursement Obligations, or the number or the percentage of LendersBanks, that which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement, (g) release any of the Collateral (except as contemplated by Section 5.2(e)), or (vih) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders9.1; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative AgentAgent under any Credit Document; and provided further that no amendment, the Swingline Bank waiver or such LC Issuing Bankconsent shall, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement unless in writing entered into and signed by each Issuing Bank in addition to the Banks required above to take such action, affect the rights or duties of any Issuing Bank under any Credit Document; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Borrowers, the Required Lenders and the Administrative Collateral Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting in addition to the amendment provided for therein shall terminate (but Banks required above to take such Lender action, affect the rights or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full duties of the principal amount of and interest accrued on each Advance made by it or Collateral Agent under any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderDocument.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersRequired Lenders and each of the Lenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligationsLenders, (iiic) reduce the principal of, or interest on, the outstanding Revolving Credit Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Revolving Credit Advances or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, Revolving Credit Advances that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty or release such Guarantor or otherwise limit such Guarantor's liability with respect to the obligations owing to the Agent and the Lenders (other than to the extent permitted under the Guaranty) or (vig) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further PROVIDED FURTHER that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative AgentAgent under this Agreement or any Note; and PROVIDED FURTHER that no amendment, waiver or consent shall, unless in writing and signed by the Swingline Bank Issuing Banks in addition to the Lenders required above to take such action, affect the rights or such LC obligation of the Issuing Bank, as the case may be, Banks under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersBorrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all each Lender directly affected thereby (other than, in the Lenderscase of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, Lender or extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesLoans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this AgreementAgreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the BorrowersBorrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Non-Consenting Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.132.15, 2.16 2.18 and 8.04) upon the effectiveness of such amendment amendment, and (ii) such Non-Consenting Lender shall have received or shall at the time of such amendment becomes effectivetermination receive payment of an amount equal to the outstanding principal of its Loans, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and together with all applicable accrued interest thereon, accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, fees and all other amounts owing then payable to it or accrued for its account hereunder and under this Agreement and is released from its obligations hereunderthe other Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase release the Commitment Company from any of any Lender, extend its obligations under Article VII or consent to the Commitments, increase assignment or transfer by any Borrower Sublimit or subject any Lender to any additional obligationsof its rights and obligations under this Agreement, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (vc) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (vid) amend or waive this change Section 8.01 2.16 in a manner that would alter the Ratable Sharing of payments required thereby or any other provision of this Agreement that requires with respect to the pro rata treatment of Lenders except as expressly permitted herein or (e) amend this Section 9.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all the Revolving Credit Lenders, do any of the following: (a) except as contemplated by Section 2.19, increase the Revolving Credit Commitments of the Lenders or subject the Lenders to any additional obligations, (b) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder or (c) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, except for the extension of the Termination Date of Consenting Lenders as expressly contemplated in Section 2.20 hereof; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Note.

Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenderseach Total Facility Bank directly affected thereby, do any of the following: following (iwith respect to such Total Facility Bank that is not in agreement therewith): (a) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Article III, (iib) waive any of the conditions specified in Appendix 1 hereto, (c) waive any of the conditions specified in Xxxxxxxx 0 xxxxxx, (x) increase the such Total Facility Bank's Commitment, Canadian Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or Sterling Commitment or subject any Lender it to any additional obligations, (iiie) forgive or reduce the principal of, or interest on, the outstanding Advances Total Facility Outstandings or any fees or other amounts payable hereunderhereunder to such Total Facility Bank, (ivf) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Total Facility Outstandings or any fees or other amounts payable hereunder, (vg) take any action which requires the consent of such Total Facility Bank before it is applicable to such Total Facility Bank pursuant to the terms of any Loan Document, (h) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that Notes which shall be required for the Lenders Banks or any of them to take any action hereunder under any Loan Document or (vii) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.1; and provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank any Agent or any LC Issuing Bank Issuer in addition to the Lenders Total Facility Banks required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank such Agent or such LC Issuing Bank, as the case may be, Issuer under this Agreementany Loan Document. Notwithstanding anything to the foregoingcontrary herein, no Defaulting Bank shall have any right to approve or disapprove, and its approval or disapproval shall not be required in connection with, any provision of this Agreement amendment, waiver or consent hereunder, except that its Commitment, Canadian Commitment or Sterling Commitment may not be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender increased or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for extended without its account under this Agreement and is released from its obligations hereunderconsent.

Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01 without the written consent of all Lenders, (iib) increase or extend the Commitment of any Lender without the written consent of such Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iiic) reduce the principal of, or rate of interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder without the written consent of all Lenders directly affected thereby, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Advances or any fees or other amounts payable hereunderhereunder without the written consent of all Lenders directly affected thereby, (ve) change the definition of “Required Lenders”, or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsAdvances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder without the written consent of all Lenders or (vif) amend or waive this Section 8.01 or any provision without the written consent of this Agreement that requires pro rata treatment of the all Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement. Notwithstanding the foregoing, Agreement or any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment Note and (ii) at the time such amendment becomes effectiveFee Letter may be amended, each Lender or LC Issuing Bank not consenting thereto receives payment rights or privileges thereunder waived, in full a writing executed only by the respective parties thereto. Notwithstanding the foregoing or any other provision of this Agreement, in the event that the terms of this Agreement are required to be modified as specified in the applicable provisions of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstandingFee Letter, as the case may be, and all other amounts owing to it or accrued for its account under then this Agreement shall be deemed modified (to the extent not adverse to the Lenders) in accordance therewith, effective immediately upon written notice thereof being given by the Agent to the Borrower and is released from its obligations the Lenders and without requiring any other action to be taken hereunder.

Amendments, Etc. No (a) Subject to Section 2.11, no amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the affected BorrowersRequired Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least ten Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (ii) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (vA) change the percentage of the Commitments of or of the aggregate unpaid principal amount of the outstanding Borrowings, Term Loans or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (viB) amend or waive this Section 8.01 8.01; and (iii) no amendment, waiver or any provision of consent shall, unless in writing and signed by the Required Lenders and each Lender that has or is owed obligations under this Agreement or the Notes that requires are modified by such amendment, waiver or consent, (A) increase or extend the Commitment of such Lender or subject such Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Commitment of any Lender or an additional obligation of any Lender), (B) reduce the principal of, or rate of interest on, the Term Loans made by such Lender, fees or other amounts payable hereunder to such Lender, (C) postpone any date fixed for any payment of principal of, or interest on, the Term Loans made by such Lender, fees or other amounts payable hereunder to such Lender or (D) waive the application of Section 2.18 or otherwise change Sections 2.01, 2.02, 2.07, 2.08, 2.13, 2.16 or 2.18 in a manner that would alter the pro rata treatment sharing of any payment or reduction in the LendersCommitments required thereby; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations (including Section 2.21) or any Note. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent provided in Section 2.21.

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders adversely affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances any Advance or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations any Advance or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of Commitments, the aggregate unpaid principal amount of the outstanding Borrowings, or the number any Advance or the percentage or number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vif) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, Agent under this Agreement, any Note or any other Loan Document, (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank and/or the Swingline Lender in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Bank and/or the Swingline Lender, as applicable, in their capacities as such under this Agreement, and (z) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the foregoingcontrary herein, (A) no Defaulting Lender shall have any provision 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, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein, (a) this Agreement may be amended by an agreement in writing entered into by and restated without the Borrowers, consent of any Lender (but with the Required Lenders consent of the Borrowers and the Administrative Agent if (iAgent) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting if, upon giving effect to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and restatement, such Lender shall no longer be a party to this Agreement (ii) at as so amended and restated), the time Commitments of such amendment becomes effectiveLender shall have terminated, each such Lender shall have no other commitment or LC Issuing Bank not consenting thereto receives payment other obligation hereunder and shall have been paid in full of the principal amount of all principal, interest and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement, and (b) the Agent may amend or modify this Agreement and is released from its obligations hereunderany other Loan Document to cure any ambiguity, omission, mistake, defect or inconsistency therein.

Amendments, Etc. No Neither the amendment or waiver of any provision of this AgreementCredit Agreement or any other Credit Document, nor the consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the affected BorrowersRequired Lenders, and then each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided -------- that no amendment, waiver or consent shall, shall unless in writing and signed by all the Lenders, do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (iia) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiib) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, the outstanding Advances any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (ivc) postpone any date fixed for any payment or mandatory prepayment in respect of principal of, or interest on, the outstanding Advances, any Note or any Letter of Credit reimbursement obligations or any fees or other amounts payable hereunder, (vd) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsCommitments, or the number or the percentage of Lenders, that shall be required any minimum requirement necessary for the Lenders or any of them the Required Lenders to take any action hereunder or hereunder, (vie) amend or waive Section 2.8, Section 2.9, Section 13.6 or this Section 8.01 14.10, or change the ----------- ----------- ------------ ------------- definition of Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any asset of the Borrower permitted under this Credit Agreement, release any Liens in favor of the Lenders on any material portion of the Collateral, (g) except as expressly permitted hereunder, increase the advance rates used to calculate the Revolving Credit Borrowing Base or the terms used in the calculation thereof, or (h) terminate, waive or modify any indemnification obligations of the Borrower under the Credit Agreement or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further other Credit Document and, provided, further, that no amendment, waiver or -------- -------- consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect affecting the rights or duties of the Administrative Agent, Agent or the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.106

Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower or Kraft therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Sections 3.01 and 3.02, (iib) increase the Commitment Commitments of any Lenderthe Lenders other than pursuant to Section 2.10(b), extend the Commitments, increase any Borrower Sublimit or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Pro Rata Advances or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding AdvancesPro Rata Advances other than pursuant to Section 2.10(c), reimbursement obligations or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsPro Rata Advances, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) release Kraft from any of its obligations under Article VIII or (vig) amend or waive this Section 8.01 or any provision of this Agreement 9.01; PROVIDED FURTHER that requires pro rata treatment no waiver of the Lendersconditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further PROVIDED FURTHER that no amendment, waiver or consent shall, unless in writing and signed by the JPMorgan Chase, as Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the JPMorgan Chase, as Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderor any Pro Rata Advance.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and (or the affected BorrowersAdministrative Agent at the direction, or with the consent, of the Required Lenders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that: (a) no amendment, howeverwaiver or consent shall, that unless in writing and signed by the Lender affected thereby, reduce the principal of, or the rate of interest specified herein (excluding a waiver of interest accruing at the Default Rate) on any Loan owed to such Lender or the rate of fees payable for the account of such Lender hereunder, or postpone any scheduled date for any payment of principal, interest or fees due to any Lender; (b) no amendment, waiver or consent shall, unless in writing and signed by the Lender affected thereby and acknowledged by the Administrative Agent, increase (i) the amount of the Commitments of such Lender, or (ii) such Lender’s Pro Rata Share for its Loans; (c) no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders and acknowledged by Administrative Agent, do any of the followingfollowing at any time: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, in Section 3.2; (ii) increase change any of the Commitment provisions of this Section 10.1 or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, extend the Commitments, increase any Borrower Sublimit ; or subject any Lender to any additional obligations, (iii) reduce release any Borrower from any of its obligations under a Loan Document; (d) an Incorporation Amendment executed by the principal of, or interest on, Administrative Agent shall not require the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the percentage consent of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Required Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.such

Amendments, Etc. No amendment or modification of this Agreement, the Notes or any other Loan Document shall in any event be effective against Borrower unless the same shall be agreed or consented to in writing by Borrower. No amendment, modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by any Borrower therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing and signed by the Required Lenders and the affected BorrowersMajority Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverPROVIDED, that no amendment, modification, waiver or consent shall, unless in writing and signed by all the Lenderseach Lender affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive increase any Revolving Loan Commitment of any of the conditions specified therein, Lenders (iior reinstate any termination or reduction of the Revolving Loan Commitments) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender of the Lenders to any additional obligations, ; (iiib) reduce the principal of, or interest on, any Loan, Reimbursement Obligation or fee hereunder; (c) postpone or extend the outstanding Advances Revolving Loan Maturity Date, the Revolving Loan Termination Date, the Revolving Loan Availability Period or any fees or other amounts payable hereunder, (iv) postpone any scheduled date fixed for any payment of principal of, or interest on, the outstanding Advancesany Loan, reimbursement obligations or any fees Reimbursement Obligation, fee or other amounts payable hereunder, sum to be paid hereunder or waive any Event of Default described in SECTION 9.1(A) hereof; (vd) change the percentage of any of the Revolving Loan Commitments or of the aggregate unpaid principal amount of any of the outstanding BorrowingsLoans and Letter of Credit Liabilities, or the number or the percentage of Lenders, that which shall be required for the Lenders or any of them to take any action hereunder under this Agreement (including, without limitation, the definition of "Majority Lenders"); (e) change any provision contained in SECTIONS 2.2(C), 3.4, 11.3 OR 11.4 hereof or this SECTION 11.5; (f) release any Person from liability under a Guaranty or substantially all of the security for the Obligations or release Collateral (exclusive of Collateral with respect to which Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value on the most recent financial statements of Borrower delivered to Agent in excess of $1,000,000, or (vig) amend modify the provisions of SECTIONS 4.1(B) or waive 4.2 hereof regarding PRO RATA application of amounts after an Event of Default shall have occurred and be continuing. Notwithstanding anything in this Section 8.01 or any provision of this Agreement that requires pro rata treatment of SECTION 11.5 to the Lenders; and provided further that contrary, no amendment, modification, waiver or consent shall, unless in writing and signed by shall be made with respect to SECTION 10 without the Administrative consent of Agent to the extent it affects Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative as Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunder.

Amendments, Etc. No amendment Except as otherwise expressly provided in this Agreement or waiver of the other Loan Documents, this Agreement and the other Loan Documents may be Modified, or any provision of this Agreementor covenant waived, nor consent to any departure only by any Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Required Lenders Borrower and the affected Borrowers, and then such waiver or Administrative Agent acting with the consent shall be effective only in of the specific instance and for the specific purpose for which givenRequired Lenders; provided, ; however, that, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any waivers or consents to the provisions or covenants of the Loan Documents provided that such actions do not, in Administrative Agent’s judgment reasonably exercised, materially adversely affect the Lenders, the value of any collateral or the Loans, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 13.01; provided further, that: (a) no amendment, Modification or waiver or consent shall, unless in writing and by an instrument signed by all the Lenders, do any of the followingLenders affected thereby or by the Administrative Agent acting with the written consent of each Lender affected thereby: (i) amend Section 3.01 extend the date fixed for the payment of principal of or 3.02 interest on any Loan or waive any fee hereunder or under any of the conditions specified thereinother Loan Documents, including, without limitation, any extension of the Maturity Date, (ii) increase reduce the Commitment amount of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligationssuch payment of principal, (iii) reduce the principal of, or rate at which interest on, the outstanding Advances is payable thereon or any fees or other amounts fee is payable hereunder, (iv) postpone any date fixed for any payment alter the rights or obligations of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunderBorrower to prepay Loans, (v) change alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Lenders or Types of Loans, (vi) alter the terms of this Section 14.05, (vii) Modify the definition of the term “Required Lenders” or Modify in any other manner the number or percentage of the Commitments Lenders required to make any determinations or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or waive any of them to take any action rights hereunder or (vi) amend or waive this Section 8.01 or to Modify any provision of this Agreement that requires pro rata treatment hereof, (viii) alter the several nature of the Lenders; and provided further ’ obligations hereunder, (ix) release the Borrower or the Guarantor, or release or subordinate any material portion of the collateral or otherwise terminate any Lien under any Security Document providing for collateral security (except that no amendmentsuch consent shall be required, waiver or consent shall, unless in writing and signed by the Administrative AgentAgent is hereby authorized, to release any Lien covering the Swingline Bank collateral under the Security Documents, and to release (or any LC Issuing Bank terminate the liability of) the Borrower under the Loan Documents, and to release the Guarantor under the Guarantor Documents: (A) as expressly provided in addition the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents), (x) agree to additional obligations being secured by such collateral security, (xi) alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents, (xii) Modify the application of proceeds under the Loan in any manner that is not pro rata among the Lenders required above (after all fees, costs and other expenses due to take such actionthe Administrative Agent have been paid) or otherwise expressly set forth in the Loan Documents or (xiii) Modify the definition of “Proportionate Share” or Modify the Proportionate Shares of the Lenders in any manner which is inconsistent with the defined term “Proportionate Share”; (b) any Modification of Article XIII, affect or of any of the rights or duties of the Administrative AgentAgent hereunder, or any increase in the Swingline Bank or such LC Issuing Bank, as amount of the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended Loans (other than protective advances and expenses incurred by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if and the Lenders as permitted by the Loan Documents) shall require the consent of the Administrative Agent and all the Lenders; and (c) subject to clause (a)(x) above, no Modification shall increase the Commitment of any Lender without the consent of such Lender; and provided, further, that without the consent of the Required Lenders, the Administrative Agent shall not (I) waive any provision in the Loan Documents requiring Insurance Proceeds to be applied to Indebtedness when the Administrative Agent has determined that Borrower has not satisfied conditions for release of Insurance Proceeds for Restoration; (II) waive any provision in the Loan Documents requiring Condemnation Awards to be applied to Indebtedness when Condemnation Awards exceed the Insurance Threshold Amount; (III) waive any covenant of Borrower set forth in Section 9.02 (except for the waiver, in accordance with the Administrative Agent’s standard of care set forth in Article XIII hereof, of any matter which the Administrative Agent, pursuant to the express terms of Section 9.02, is required or permitted to approve) or grant any consent pursuant to Section 9.03 or 9.04 with respect to the incurrence of Indebtedness to be secured by a Lien encumbering any Project (except for the grant of consent, in accordance with the Administrative Agent’s standard of care set forth in Article XIII hereof, with respect to any matter which the Administrative Agent, pursuant to the express terms of Section 9.03 or 9.04, is required or permitted to approve); (IV) waive any material Default or Event of Default; (V) agree to increase any annual fee payable to the Administrative Agent under the Loan Documents, (VI) waive late charges payable by the Borrower hereunder more than three (3) times in any twelve month period; (VII) Modify any of the terms of Article XII; or (VIII) Modify the provisions of Sections 14.03(c), 14.04 or 14.07. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Administrative Agent is hereby authorized by the Lenders to enter into Modifications to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and SNDA Agreements and any amendment to the definition of “Change of Control” that would eliminate the exclusions set forth in clause (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time of such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement and is released from its obligations hereunderdefinition.

Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the affected BorrowersLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the LendersLenders affected thereby, do any of the following: (ia) amend Section 3.01 or 3.02 or waive any of the conditions specified thereinin Section 3.01, (iib) increase the Commitment Commitments of any Lender, extend the Commitments, increase any Borrower Sublimit Lenders or subject any Lender the Lenders to any additional obligations, (iiic) reduce the principal of, or interest on, the outstanding Advances Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ivd) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations Outstanding Credit Exposures or any fees or other amounts payable hereunder, (ve) change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding BorrowingsOutstanding Credit Exposures, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) extend the expiry date of any Facility LC to a date after the Termination Date or forgive all or any portion of any Reimbursement Obligation, (g) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders or Types of Revolving Credit Advances, or (vih) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank or any LC Issuing Bank Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or any Note; and is released from its obligations hereunderprovided further that no amendment, waiver or consent shall, unless in writing and signed by the applicable LC Issuer in addition to the Lenders required above to take such action, affect the rights and duties of such LC Issuer under this Agreement or any Facility LC.