Common use of Additional Lender Consents Clause in Contracts

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations (including the waiver of any Default or Event of Default as a result of the nonpayment of any such Obligations as and when due) owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.2(b)), in each case, without the written consent of each Revolving Lender; (vi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vvii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, in each case, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or or, except as otherwise provided in the immediately following clause (xi), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of hereof, in each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) case, without the written consent of each Lender; (ixxi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determination or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty except as contemplated by Section 8.15., without the written consent of each Lender; (xiii) waive a Default or Event of Default under Section 11.1.(a) or Section 11.1.(b), in each case, without the written consent of each Lender directly affected thereby; or (xiv) amend, or waive the Borrower’s compliance with, Section 2.16 2.15., in each case, without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments of a Lender (excluding any increase as a result of an assignment of Commitments permitted under Section 12.5. and any increases contemplated under Section 2.16.) or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Credit Termination Date” or clause (a) of the definition of “Termination Date” (except except, in each case, in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” ”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the Revolving Credit Termination Date (except in accordance with Section 2.3.(b)) or, with respect to any Extended Letter of Credit, further extend the expiration date that is thirty days prior of such Extended Letter of Credit or modify any provision of Sections 2.3.(b) or 2.14. regarding Cash Collateral for such Extended Letters of Credit or release any Cash Collateral provided pursuant to the Revolving Loan Termination DateSections 2.3.(b) or 2.14. except in accordance with Section 10.6., in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Termination Date” as it relates to a particular Class of Term Loans, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Class of Term Loans or for the payment of Fees or any other Obligations owing to a particular Class of Term Loan Lenders, in each case, without the written consent of each Term Loan Lender in such Class directly affected thereby; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to (1) require the Revolving Lenders to make Revolving Loans, (2) require an Issuing Bank to issue Letters of Credit or (3) require the Swingline Bank to make Swingline Loans, in each case, when such Lenders or such Issuing Bank would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5. without the written consent of each Lender directly and adversely affected thereby; (viviii) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (ix) amend this Section 12.6. or amend any of the other definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section 12.6. without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender of such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 2.15. without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date Revolving Termination Date (except in the case of a Letter of Credit that is thirty days prior to the Revolving Loan Termination Datebecomes an Extended Letter of Credit in accordance with Section 2.4(b)), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Term Loan Maturity Date” (or clause (b) of the definition of “Termination Date”) or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender; (vi) [intentionally omitted]; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 3.2 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5 without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations all or substantially all of the value of the Guarantees under the Guaranty (except as contemplated in by Section 4.6) 7.14(d)), without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the consent of each Lender;; ​ (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; ​ (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ​ (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (ivv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; ​ (vi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; ​ (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vviii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby;Lender; ​ (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; ​ (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender;; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); ​ (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (xiii) modify Section 2.16. to change the aggregate amount of Revolving Commitments and Term Loans that may be outstanding after giving effect to any increases of the Revolving Commitments or making of any Term Loans without the written consent of each Lender;; or ​ (xxiv) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.Lender owed the Obligations that were not paid when due resulting in such Default or Event of Default. ​

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly and adversely affected thereby; (v) amend or otherwise modify the definition of “Pro Rata ShareRevolving Commitment Percentage” or amend or otherwise modify the provisions of Section 3.2, 3.2 or Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor Borrower from its obligations hereunder or under the Guaranty (except as contemplated in Section 4.6) applicable Loan Documents without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend release or otherwise modify the provisions dispose of Section 3.3 any Collateral without the written consent of each LenderLender unless released or disposed of as permitted by, and in accordance with, the terms of this Agreement, including, Sections 4.2, 10.4 or 12.4; or (xi) permit the Collateral to secure any debt other than (A) the Credit Facility, and (B) any Specified Derivatives Obligations of a Borrower in connection with the Credit Facility, except as otherwise permitted herein.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (increase, extend or reinstate) reinstate either the Revolving Credit Commitments of a any Lender (other than pursuant to Section 2.13) or the Tranche A-2 Term Loan Commitments of any Lender, or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1 or 6.2. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments or Tranche A-2 Term Loan Commitments of any Lenders); (ii) reduce the principal of, or interest rates that has have accrued or the rates of interest that will be charged (subject to the last sentence of Section 13.7(f)) on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions definition of “Revolving Loan Termination Credit Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any on which a scheduled payment of principal of, or interest on, of any Revolving Loans or for Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Section 2.13), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) modify the definition of “Term Loan Maturity Date”, “Tranche A-1 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-1 Term Loans, Fees payable to any Tranche A-1 Term Loan Lenders or any other Obligations owing to any Tranche A-1 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-1 Term Loan Lender directly and adversely affected thereby; (vi) modify the definition of “Term Loan Maturity Date”, “Tranche A-2 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-2 Term Loans, Fees payable to any Tranche A-2 Term Loan Lenders or any other Obligations owing to any Tranche A-2 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Term Loan Lender directly and adversely affected thereby; (vii) postpone any date on which a scheduled payment of principal of any New Term Loans, Fees payable to any New Term Loan Lenders or any other Obligations owing to any New Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each New Term Loan Lender directly and adversely affected thereby; (viii) change the definition of Revolving Credit Commitment Percentage without the written consent of each Revolving Credit Lender, or change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section 3.2, Section 3.3 Sections 3.2 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viix) amend subsection (a) or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7 without the written consent of each LenderLender directly and adversely affected thereby; (viix) modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clauses (x) and (xi), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Revolving Credit Lenders” or modify in any other manner that reduces the number or percentage of the Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Lenders without the written consent of each Revolving Credit Lender; (xii) modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Term Loans without the written consent of each Term Loan Lender; (xiii) release any Guarantor (A) all or substantially all of the Subsidiary Guarantors from its their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of the value of the Collateral (except as contemplated by Sections 8.15 or 13.7(g)) or all or substantially all of the Covenant Relief Collateral (except as contemplated by Sections 8.16 or 13.7(g)), in Section 4.6) each case without the written consent of each Lender; (ixxiv) waive a Default or Event of Default under Section 11.1(a) without the written consent of each Lender directly and adversely affected thereby; or (xv) amend, or waive the Borrower’s compliance with, Section 2.16 2.15 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (except, in each case, in accordance with Section 2.14.), or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, in each case, without the written consent of each Revolving Lender directly and adversely affected thereby; (v) modify the definition of “Termination Date” (except as set forth in accordance with Section 2.14clause (iv) or “Revolving Commitment Percentage,” above), otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly and adversely affected thereby; (vvi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans or acquire participations in Letters of Credit or Swingline Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or Section, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such LenderLender (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase or extension of any Commitment); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected therebythereby (other than in accordance with clause (d) below); provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) [Reserved]; (v) modify clause (a) of the definitions of definition “Revolving Term Loan Termination Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans Loan or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateLender, in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) [Reserved]; (vii) modify the definition of “Pro Rata ShareTerm Loan Percentage” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender;; provided that, with the consent of the Requisite Lenders, the provisions of this Section and the definition of the term “Requisite Lenders” may be amended to include references to any new class of loans created under this Agreement pursuant to Section 2.13 (or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing classes of Loans or Lenders; or (viiix) release any Guarantor all or substantially all of the Guarantors from its their obligations under the Guaranty (except as contemplated in by Section 4.68.14(b)) (but, for the avoidance of doubt, not including amendments or waivers of requirements to join additional Guarantors) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) (A) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations or (B) amend, or waive the Borrower’s compliance with Section 11.1(a), in each case, without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly and adversely affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiii) release any Guarantor Borrower from its obligations hereunder or under the applicable Loan Documents (except as contemplated in Section 4.5), or (ii) release the Parent from its obligations under the Parent Guaranty (except as contemplated in Section 4.6) 8.17), without the written consent of each Lender;; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such LenderLender (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase or extension of any Commitment); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected therebythereby (other than in accordance with clause (d) below); provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of (A) “Revolving Tranche A Term Loan Termination DatePercentage” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Tranche A Term Loan Lender directly affected thereby; or (vB) modify the definition of “Pro Rata ShareTranche B Term Loan Percentage” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Tranche B Term Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend (except in accordance with Section 2.14.) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1. or 5.2. or of any Default or Event of Default is not considered an increase in the Commitments of any Lender); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders.), or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Termination Date” as it applies to a Class of Loans (except as set forth in clause (iv) above in relation to Revolving Commitments), otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans of a Class or for the payment of Fees or any other Obligations owing to the Lenders of such Class, in each case, without the written consent of each Lender of such Class directly affected thereby; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) the amount of the Swingline Availability or (B) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Commitment Percentage” without the written consent of each Revolving Lender directly affected thereby; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (viix) amend this Section or Section, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each LenderLender (it being understood and agreed that this clause (xi) shall not apply to any amendment to Section 7.13. unless such amendment has the effect of releasing of any Person that has already become a Guarantor); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (xi) amend waive a Default or otherwise modify the provisions Event of Default under Section 3.3 10.1.(a), except as permitted in Section 10.7., without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for”, or forgive, any payment modify clause (a) of principal of, or interest on, any Revolving Loans or for the payment definition of Fees or any other Obligations owing to the Revolving Lendersterm “Termination Date”, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Term Loan Maturity Date” or modify clause (b) of the definition of the term “Termination Date”, in each case, without the written consent of each Term Loan Lender; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans, the Swingline Lender to make Swingline Loans or the Issuing Bank to issue Letters of Credit when such Lenders or the Issuing Bank, as applicable, would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders for the Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or “Supermajority Lenders” or modify in any other manner the number or percentage of all of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any the Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) intentionally omitted; (xi) amend the Commitment of any Defaulting Lender may not be increased, reinstated or otherwise modify the provisions of Section 3.3 extended without the written consent of such Defaulting 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 written consent of such Defaulting Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date Revolving Termination Date (except in the case of a Letter of Credit that is thirty days prior to the Revolving Loan Termination Datebecomes an Extended Letter of Credit in accordance with Section 2.4(b)), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Term Loan Maturity Date” (or clause (b) of the definition of “Termination Date”) or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender; (vi) if and for so long as any Term Loans are outstanding, amend, modify or waive Section 5.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so without the prior written consent of Revolving Lenders constituting the Requisite Class Lenders of such Class; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5 without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations all or substantially all of the value of the Guarantees under the Guaranty (except as contemplated in by Section 4.6) 7.14(d)), without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments of a any Lender or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1., 6.2. or 6.4. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default, if issued in accordance with Section 13.7.(a) above, is not considered an increase in, or extension or reinstatement of, the Commitments of any Lenders); (ii) reduce the principal of, or interest that has accrued or the rates rate of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions definition of “Revolving Loan Termination Tranche A-1 Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed foron which a, or forgiveforgive any, any scheduled payment of principal ofof the Tranche A-1 Loans, or interest on, Fees payable to any Revolving Loans or for the payment of Fees Tranche A-1 Lenders or any other Obligations owing to the Revolving LendersTranche A-1 Lenders (excluding mandatory prepayments, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Dateif any), in each case, without the written consent of each Revolving Tranche A-1 Lender directly and adversely affected thereby; (v) modify the definition of “Tranche A-2 Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Tranche A-2 Loans, Fees payable to any Tranche A-2 Lenders or any other Obligations owing to the Tranche A-2 Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Lender directly and adversely affected thereby; (vi) with respect to any Incremental TL Tranche, modify the “Maturity Date” of such Tranche or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the related Incremental Tranche Loans, Fees payable to the applicable Incremental TL Lenders or any other Obligations owing to such Incremental TL Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Incremental TL Lender directly and adversely affected thereby; (vii) change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.4. without the written consent of each Lender directly and adversely affected thereby; (viviii) amend subsection (a) or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7. without the written consent of each LenderLender directly and adversely affected thereby; (viiix) modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clause (x), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Tranche Lenders” or modify the Loan Documents in any other manner that reduces the number or percentage of the Lenders with respect to any Tranche required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Lenders of any Tranche without the written consent of each Lender in such Tranche; (xi) release (i) any Guarantor Borrower or all or substantially all of the Subsidiary Guarantors from its their obligations under the Guaranty or Article XIV (except as contemplated in by Section 4.68.14. or 8.15.) or (ii) all or substantially all of the value of the Collateral (except as contemplated by Section 8.15.) without the written consent of each Lender;; or (ixxii) amend, waive a Default or waive the Borrower’s compliance with, Event of Default under Section 2.16 11.1.(a) without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the maturity date for any Class of Incremental Term Loans or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.3. without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14.(b)) without the written consent of each Lender; (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (ximodify or eliminate the requirement for the maintenance of a Register under Section 13.5(c) amend or otherwise modify a Participant Register under Section 13.5(d), except to comply with Applicable Law, such that the provisions Loans are always considered to be in registered form for purposes of Section 3.3 163(f) of the Internal Revenue Code without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Post- Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations (including the waiver of any Default or Event of Default as a result of the nonpayment of any such Obligations as and when due) owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.2(b)), in each case, without the written consent of each Revolving Lender; (vi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vvii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the definition effect of “Pro Rata Share” such amendment, modification or amend waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or otherwise modify (C) the provisions of Section 3.2L/C Commitment Amount, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the prior written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage Class Lenders of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving LenderLenders; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date Revolving Termination Date (except in the case of a Letter of Credit that is thirty days prior to the Revolving Loan Termination Datebecomes an Excluded Letter of Credit in accordance with Section 2.4(b)), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date”), modify the definition of “Term Loan Availability Termination Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans (other than Additional Tranche Term Loans) or for the payment of Fees or any other Obligations (other than Fees and Obligations related to Additional Tranche Term Loans) owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender holding Term Loans made pursuant to Section 2.2 or constituting Additional Term Loans made pursuant to Section 2.17; (vi) modify clause (c) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Class of Additional Tranche Term Loans or for the payment of Fees or any other Obligations related to any Class of Additional Tranche Term Loans owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender holding Additional Tranche Term Loans of such Class; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.6) 7.14(d)), without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date (or reinstateexcept as provided in Section 2.1(c) the Commitments of a Lender or subject a Lender to any additional obligations and Section 2.1(d)) without the written consent of such each Lender; (ii) reduce Forgive all or any portion of the principal ofamount of any Loan or accrued interest thereon, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the date fixed for the payment of any such principal or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, (X) only the written consent of the Requisite Required Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”, and (Y) only the consent of the Required Lenders shall be required to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable based on such financial covenant; (iii) reduce Release any Guarantor, except as permitted in Section 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the amount of any Fees payable to a Lender Obligations without the written consent of such Lenderall of the Lenders; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify Modify the definition of the term “Requisite Required Lenders” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of each Revolving Lenderall of the Lenders; (viiiv) release any Guarantor from its obligations under [Intentionally Omitted]; (vi) [Intentionally Omitted]; (vii) Amend the Guaranty (except as contemplated in Section 4.6) definition of “Commitment” without the written consent of each Lenderall of the Lenders; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Post- Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (increase, extend or reinstate) reinstate either the Revolving Credit Commitments of a any Lender (other than pursuant to Section 2.13), the Tranche A-1 Term Loan Commitments of any Lender or the Tranche A-2 Term Loan Commitments of any Lender, or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1 or 6.2. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments of any Lenders); (ii) reduce the principal of, or interest rates that has have accrued or the rates of interest that will be charged (subject to the last sentence of Section 13.7(f) and Section 13.7(g)) on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions definition of “Revolving Loan Termination Credit Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any on which a scheduled payment of principal of, or interest on, of any Revolving Loans or for Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Section 2.13), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) modify the definition of “Term Loan Maturity Date”, “Tranche A-1 Term Loan Maturity Date” (except in accordance with Section 2.13), or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-1 Term Loans, Fees payable to any Tranche A-1 Term Loan Lenders or any other Obligations owing to any Tranche A-1 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-1 Term Loan Lender directly and adversely affected thereby; (vi) modify the definition of “Term Loan Maturity Date”, “Tranche A-2 Term Loan Maturity Date” (except in accordance with Section 2.13), or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-2 Term Loans, Fees payable to any Tranche A-2 Term Loan Lenders or any other Obligations owing to any Tranche A-2 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Term Loan Lender directly and adversely affected thereby; (vii) postpone any date on which a scheduled payment of principal of any New Term Loans, Fees payable to any New Term Loan Lenders or any other Obligations owing to any New Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each New Term Loan Lender directly and adversely affected thereby; (viii) change the definition of Revolving Credit Commitment Percentage without the written consent of each Revolving Credit Lender, or change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section 3.2, Section 3.3 Sections 3.2 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viix) amend subsection (a) or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7 without the written consent of each LenderLender directly and adversely affected thereby; (viix) modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clauses (x) and (xi), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Revolving Credit Lenders” or modify in any other manner that reduces the number or percentage of the Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Lenders without the written consent of each Revolving Credit Lender; (xii) modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Term Loans without the written consent of each Term Loan Lender; (xiii) release any Guarantor all or substantially all of the Subsidiary Guarantors from its their obligations under the Guaranty (except as contemplated in by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty; (xiv) waive an Event of Default under Section 4.611.1(a) without the written consent of each Lender;Lender directly and adversely affected thereby; or (ixxv) amend, or waive the Borrower’s compliance with, Section 2.16 2.15 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, amendment waiver or consent shallshall do any of the following: (i) (A) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate outstanding principal amount of the Loans in excess of any limit imposed under Section 2.9. without the consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender;; LEGAL02/38482536v6 (iv) modify the definitions definition of “Revolving Loan Maturity Date”, “Availability Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 2.3. or 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiivii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.67.12.(c)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (vii) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixviii) amend, waive any Default or waive the Borrower’s compliance with, Event of Default occurring under Section 2.16 10.1.(a) or Section 10.1.(b) without the written consent of each Lender; (x) intentionally omitted; (xi) amend Lender owed the Obligations that were not paid when due resulting in such Default or otherwise modify the provisions Event of Section 3.3 without the written consent of each LenderDefault.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent Revolving Facility Termination Date and Section 2.1(d) in the case of such Lender; (iithe Term Loan Facility Termination Date) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly of the applicable Class; (ii) Forgive all or any portion of the principal amount of any Loan or accrued interest thereon or of the Facility Letter of Credit Obligations or of the Facility Fee, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the time ofdate fixed for the payment of any such principal, interest or Facility Fees or Facility Letter of Credit Fees without the written consent of each Lender affected thereby; provided, however, (X) only the written consent of the Requisite Required Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”, and (Y) only the consent of the Required Lenders shall be required to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Facility Letter of Credit or to reduce any fee payable based on such financial covenant; (iii) reduce Release any Guarantor, except as permitted in Section 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the amount of any Fees payable to a Lender Obligations without the written consent of such Lenderall of the Lenders; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such LenderIntentionally Omitted; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (ix) While any Guarantor from its obligations Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so (it being understood, however, that any waiver of any Unmatured Default or Default or any waiver or amendment of any representation or warranty under the Guaranty Loan Documents shall not require the consent of the Required Class Lenders of the Revolving Lenders as a result of the operation of this clause (A)) or (B) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (x) Permit the Borrower to assign its rights under the Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xi) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxii) amend, or waive Cause any Subsidiary Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiii) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 in accordance with the terms of Section 3.3.

Additional Lender Consents. In addition to the foregoing forgoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to (including the Revolving Lenders, or extend the expiration date waiver of any Letter Default or Event of Credit beyond Default as a result of the date that is thirty days prior to the Revolving Loan Termination Datenonpayment of any such Obligations as and when due), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, in each case, without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, in each case, without the written consent of each Revolving Lender; (viii) modify any provision of a Loan Document the modification of which expressly requires the consent of all Lenders or all Lenders directly affected by such modification, in each case, without the written consent of all Lenders or all such directly affected Lenders, as the case may be; (ix) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.6) 8.15., without the written consent of each Lender;; or (ixx) amendwaive a Default or Event of Default under Section 11.1.(a) or Section 11.1.(b), or waive the Borrower’s compliance within each case, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations Revolving Facility Termination Date without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without Loan or accrued interest thereon or of the written consent Facility Letter of such Lender; Credit Obligations or of the Unused Fee or Facility Fee, reduce any of the Applicable Margins (iv) or modify any definition herein which would have the definitions effect of “Revolving Loan Termination Date” (except in accordance with Section 2.14reducing any of the Applicable Margins) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any such principal, interest or Unused Fees, Facility Fees or Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby Fees without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend the definitions of the terms used in this Agreement 6.26, or the other Loan Documents insofar as such definitions affect REIT from any liability it may undertake with respect to the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $650,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release [reserved]; (ix) Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (x) While any Guarantor from Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swingline Commitment or (C) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (xi) Permit the Borrower to assign its obligations rights under the Guaranty Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xii) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxiii) amend, or waive Cause any Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiv) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent, Issuing Bank or Swingline Lender shall be effective without the written consent of the Administrative Agent, Issuing Bank or Swingline Lender, respectively. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent Revolving Facility Termination Date and Section 2.1(d) in the case of such Lender; (iithe Term Facility Termination Date for the 2018 Term Loans) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without Loan or accrued interest thereon or of the written consent Facility Letter of such Lender; Credit Obligations or of the Unused Fee or Facility Fee, reduce any of the Applicable Margins (iv) or modify any definition herein which would have the definitions effect of “Revolving Loan Termination Date” (except in accordance with Section 2.14reducing any of the Applicable Margins) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any such principal, interest or Unused Fees, Facility Fees or Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby Fees without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend 6.26, from any liability it may undertake with respect to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definition of “2021 Term Commitment” without the written consent of all of the 2021 Term Lenders; (ix) Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (x) While any Guarantor from Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swingline Commitment or (C) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (xi) Permit the Borrower to assign its obligations rights under the Guaranty Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xii) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxiii) amend, or waive Cause any Subsidiary Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiv) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender.

Additional Lender Consents. In addition to the foregoing forgoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.142.12.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to (including the Revolving Lenderswaiver of any Default or Event of Default as a result of the nonpayment of any such Obligations as and when due), or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition definitions of “Pro Rata ShareCommitment Percentage” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, in each case, without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, in each case, without the written consent of each Revolving Lender; (viii) modify any provision of a Loan Document the modification of which expressly requires the consent of all Lenders or all Lenders directly affected by such modification, in each case, without the written consent of all Lenders or all such directly affected Lenders, as the case may be; (ix) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.6) 8.15., without the written consent of each Lender; (ixx) waive a Default or Event of Default under Section 11.1.(a) or Section 11.1.(b), in each case, without the written consent of each Lender directly affected thereby; or (xi) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of 2.14., in each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 case, without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver waiver, forbearance or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments of a Lender (excluding any increase as a result of an assignment of Commitments permitted under Section 12.5.) or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) ”, or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateObligations, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or “Credit Percentage” or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5 without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section 12.6 or amend any of the other definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section 12.6 without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender;; or (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Term Loan Termination Maturity Date” ”, or except as expressly provided in (except in accordance with Section 2.14b)(ii) or “Revolving Commitment Percentage,” above otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Term Loans or for the payment of Fees or any other Obligations owing to the Revolving Term Loan Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyTerm Loan Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Term Loan Lender;; or (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.13.(b) or any specific provision of the Loan Documents) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (increase, extend or reinstate) reinstate either the Revolving Credit Commitments of a any Lender (other than pursuant to Section 2.13) or the Tranche A-2 Term Loan Commitments of any Lender, or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1 or 6.2. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments or Tranche A-2 Term Loan Commitments of any Lenders); (ii) reduce the principal of, or interest rates that has have accrued or the rates of interest that will be charged (subject to the last sentence of Section 13.7(f)) on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions definition of “Revolving Loan Termination Credit Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any on which a scheduled payment of principal of, or interest on, of any Revolving Loans or for Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Section 2.13), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) modify the definition of “Term Loan Maturity Date”, “Tranche A-1 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-1 Term Loans, Fees payable to any Tranche A-1 Term Loan Lenders or any other Obligations owing to any Tranche A-1 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-1 Term Loan Lender directly and adversely affected thereby; (vi) modify the definition of “Term Loan Maturity Date”, “Tranche A-2 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-2 Term Loans, Fees payable to any Tranche A-2 Term Loan Lenders or any other Obligations owing to any Tranche A-2 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Term Loan Lender directly and adversely affected thereby; (vii) postpone any date on which a scheduled payment of principal of any New Term Loans, Fees payable to any New Term Loan Lenders or any other Obligations owing to any New Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each New Term Loan Lender directly and adversely affected thereby; (viii) change the definition of Revolving Credit Commitment Percentage without the written consent of each Revolving Credit Lender, or change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section 3.2, Section 3.3 Sections 3.2 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viix) amend subsection (a) or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7 without the written consent of each LenderLender directly and adversely affected thereby; (viix) modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clauses (x) and (xi), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Revolving Credit Lenders” or modify in any other manner that reduces the number or percentage of the Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Lenders without the written consent of each Revolving Credit Lender; (xii) modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Term Loans without the written consent of each Term Loan Lender; (xiii) release any Guarantor (A) all or substantially all of the Subsidiary Guarantors from its their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of the value of the Collateral (except as contemplated by Section 8.15), in Section 4.6) each case without the written consent of each Lender; (ixxiv) waive a Default or Event of Default under Section 11.1(a) without the written consent of each Lender directly and adversely affected thereby; or (xv) amend, or waive the Borrower’s compliance with, Section 2.16 2.15 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) [reserved]; (v) [reserved]; (vi) modify the definitions maturity date for any Class of Term Loans or the definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Term Loans or for the payment of Fees or any other Obligations owing to the Revolving Term Loan Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Term Loan Lender directly affected thereby; (vvii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, 3.2 or Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14(b)) without the written consent of each Lender; (ixxii) amend[reserved]; or (xiii) modify or eliminate the requirement for the maintenance of a Register under Section 13.5(c) or a Participant Register under Section 13.5(d), or waive except to comply with Applicable Law, such that the Borrower’s compliance with, Loans are always considered to be in registered form for purposes of Section 2.16 163(f) of the Internal Revenue Code without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender (excluding any increase as a result of an assignment of Commitments permitted under Section 12.5.) or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other payment Obligations without the written consent of each Lender directly affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and or amendment of the definition of “Post-Post Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” 2.13.), otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other payment Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to Revolving Termination Date (except as permitted under Section 2.3.(b)), or modify the definition of “Revolving Loan Termination DateCredit Percentage”, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Tranche A Term Loan Maturity Date”, or otherwise postpone any date fixed for, any payment of principal of, or interest on, any Tranche A Term Loans or for the payment of Fees or any other Obligations owing to the Tranche A Term Loan Lenders, in each case, without the written consent of each Tranche A Term Loan Lender; (vi) modify the definition of “Tranche B Term Loan Maturity Date”, or otherwise postpone any date fixed for, any payment of principal of, or interest on, any Tranche B Term Loans or for the payment of Fees or any other Obligations owing to the Tranche B Term Loan Lenders, in each case, without the written consent of each Tranche B Term Loan Lender; (vii) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each LenderLender adversely affected thereby; (viix) modify the definition of the term “Requisite Revolving Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Term Loan Lender; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.11.(c) without the written consent of each Lender; (ixxiii) waive a Default or Event of Default under Section 10.1.(a), except as provided in Section 10.7., without the written consent of each Lender; or (xiv) amend, or waive the Borrower’s compliance with, Section 2.16 2.15., without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Revolving Credit Commitments and/or the Term Loan Commitments of a any Lender or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1., 6.2. or 6.4. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default, if issued in accordance with Section 13.7.(a) above, is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments or the Term Loan Commitments of any Lenders); (ii) reduce the principal of, or interest that has accrued or the rates rate of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions of “Revolving Loan Termination Credit Maturity Date”, “Revolving Credit Commitment Percentage”, “Dollar Tranche Revolving Credit Commitment Percentage” (except in accordance with Section 2.14) or “Multicurrency Tranche Revolving Credit Commitment Percentage,” ”, otherwise postpone any date fixed foron which a, or forgiveforgive any, any scheduled payment of principal of, or interest on, of any Revolving Loans or for Credit Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Sections 2.4. and 2.14.), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) modify the definition of “Term Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term Loans, Fees payable to any Term Loan Lenders or any other Obligations owing to the Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Term Loan Lender directly and adversely affected thereby; (vi) change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.4. without the written consent of each Lender directly and adversely affected thereby; (vivii) amend subsection (a) or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7. without the written consent of each LenderLender directly and adversely affected thereby; (viiviii) modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clauses (ix) and (x), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiiix) modify (i) the definition of the term “Requisite Revolving Credit Lenders” or modify the Loan Documents in any other manner that reduces the number or percentage of the Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Lenders without the written consent of each Revolving Credit Lender, (ii) the definition of the term “Requisite Dollar Tranche Revolving Credit Lenders” or modify in any other manner the number or percentage of the Dollar Tranche Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Dollar Tranche Revolving Credit Lender or (iii) the definition of the term “Requisite Multicurrency Tranche Revolving Credit Lenders” or modify in any other manner the number or percentage of the Multicurrency Tranche Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Multicurrency Tranche Revolving Credit Lender; (x) modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Term Loans without the written consent of each Term Loan Lender; (xi) release (i) any Guarantor Borrower or all or substantially all of the Subsidiary Guarantors from its their obligations under the Guaranty or Article XIV (except as contemplated in by Section 4.68.14. or 8.15.) or (ii) all or substantially all of the value of the Collateral (except as contemplated by Section 8.15.) without the written consent of each Lender; (ixxii) waive a Default or Event of Default under Section 11.1. (a) without the written consent of each Lender directly and adversely affected thereby; or (xiii) amend, or waive the Borrower’s Borrowers’ compliance with, Section 2.16 2.16. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, amendment waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees or other amounts (other than those described in clause (ii) above) payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 2.3. or 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiivii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.67.12.(c)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (vii) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixviii) amend, waive any Default or waive the Borrower’s compliance with, Event of Default occurring under Section 2.16 10.1.(a) or Section 10.1.(b) without the written consent of each Lender; (x) intentionally omitted; (xi) amend Lender owed the Obligations that were not paid when due resulting in such Default or otherwise modify the provisions Event of Section 3.3 without the written consent of each LenderDefault.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1. or 5.2. or of any Default or Event of Default is not considered an increase in the Commitments of any Lender); (ii) reduce the principal ofof (including any prepayment premium), or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” as it applies to a Class of Loans, otherwise postpone any date fixed for, or forgive, any payment of principal ofof (including any prepayment premium), or interest on, any Revolving Loans of a Class or for the payment of Fees or any other Execution Version Obligations owing to the Revolving Lenders, or extend the expiration date Lenders of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Datesuch Class, in each case, without the written consent of each Revolving Lender of such Class directly affected thereby; (v) modify the definition of “Pro Rata ShareCommitment Percentage” or amend or otherwise without the written consent of each Lender directly affected thereby; (vi) modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (vivii) amend this Section or Section, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (viii)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (ix) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each Lender; Lender (it being understood and agreed that this clause (ix) amendshall not apply to any amendment to Section 7.13. unless such amendment has the effect of releasing of any Person that has already become a Guarantor); or (x) waive a Default or Event of Default under Section 10.1.(a), or waive the Borrower’s compliance withexcept as permitted in Section 10.7., Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior Revolving Termination Date (except for Extended Letters of Credit extended pursuant to the Revolving Loan Termination DateSection 2.4 hereof), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Term Loan Maturity Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 6 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Revolving Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Term Loan Lender; (xi) modify the definition of the term “Revolving Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14(b)) without the written consent of each Lender; (ixxiii) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3, Section 12.11(b) or Section 4.2 without the written consent of each Lender; or (xiv) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the consent of each Lender;; ​ ​ ​ (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; ​ (iii) notwithstanding sub-clause (ii) above, modify the definition of “Applicable Sustainability Adjustment” in any manner which modifies (A) the Sustainability Metric Change for any Reference Year referenced therein or (B) the percentage reduction to the Applicable Margin set forth in clauses (a), (b) or (c) thereof, in each case without the written consent of each Lender directly affected thereby; provided, that any modification to the definition not referenced in the immediately preceding sub-clauses (A) or (B) shall only require the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders); ​ (iv) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (ivv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (vi) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; ​ (vii) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; ​ (viii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vix) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 3.3. or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.5. without the written consent of each Lender directly and adversely affected thereby;Lender; ​ (vix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required ​ ​ to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender;; ​ (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; ​ (xii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender;; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); ​ (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (xiv) modify Section 2.16. to change the aggregate amount of Revolving Commitments and Term Loans that may be outstanding after giving effect to any increases of the Revolving Commitments or making of any Term Loans without the written consent of each Lender;; or (xxv) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.Lender owed the Obligations that were not paid when due resulting in such Default or Event of Default. ​

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Class Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” on such applicable Class and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on such applicable Loan or Reimbursement Obligations or to reduce any fee payable hereunder applicable to such Class; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Credit Termination Date” or clause (a) of the definition of “Termination Date” (except except, in each case, in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Credit Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Termination Date” as it relates to the Term Loans (except in accordance with Section 2.13.), or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to a particular Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 6 of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so (it being understood, however, that any amendment, modification or waiver in relation to any representation, warranty, affirmative covenant, negative covenant or event of default contained in Articles VII, VIII, IX, X or XI hereof, together with similar provisions contained in any other Loan Document, shall not require the consent of the Requisite Class Lenders of the Revolving Lenders as a result of the operation of this clause (vi)); or (B) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2. or, Section 3.3 or Section 11.5 in a any manner that would alter the pro rata sharing of payments or order of application required thereby thereof, Section 11.5. without the written consent of each Lender directly and adversely affected thereby; (viviii) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (ix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty without the written consent of the Requisite Lenders; provided, that the release of one or more of the Guarantors that results in a release of all or substantially all of the value of the Guaranty shall require the written consent of each Lender (except it being understood that the release of Parent from the Guaranty shall not constitute a release of substantially all of the value of the Guaranty); (xii) release or dispose of any of the Properties identified on Schedule 4.1. or any other Borrowing Base Property or (unless released or disposed of as contemplated permitted by, and in accordance with, Section 4.612.11.(b)) all or substantially all of the Collateral without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (x. Notwithstanding anything to the contrary contained in this Section, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders, amend Section 11.1.(l) intentionally omitted; (xi) amend or otherwise modify the provisions waive any Default or Event of Section 3.3 without the written consent of each LenderDefault occurring under such Section.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, amendment waiver or consent shallshall do any of the following: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.17. as provided therein without the consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.5.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.67.12.(c)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 10.1.(a) amend or otherwise modify the provisions of Section 3.3 10.1.(b) without the written consent of each LenderLender owed the Obligations that were not paid when due resulting in such Default or Event of Default.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, amendment waiver or consent shallshall do any of the following: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.17. as provided therein without the consent of each Lender; (ii) except as contemplated by (but subject to the terms of) Section 12.6.(d) with respect to a reduction of the interest rate payable hereunder upon the satisfaction of the ESG Pricing Provisions, reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; 4889-7534-3155, v. 14 (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender or modify the definition of “Term Loan Commitment Percentage” without the written consent of each Term Loan Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.5.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; 4889-7534-3155, v. 14 (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.67.12.(c)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 10.1.(a) amend or otherwise modify the provisions of Section 3.3 10.1.(b) without the written consent of each LenderLender owed the Obligations that were not paid when due resulting in such Default or Event of Default; or (xiv) (A) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation or (B) subordinate, or have the effect of subordinating, Liens securing the Obligations, if any, to Liens securing any other Indebtedness or other obligation, in each case, without the consent of each Lender directly affected thereby.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Revolving Credit Commitments of a any Lender or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1. or 6.2. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments of any Lenders); (ii) reduce the principal of, or interest rates that has have accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions definition of “Revolving Loan Termination Credit Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any on which a scheduled payment of principal of, or interest on, of any Revolving Loans or for Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Section 2.13.), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) modify the definition of “Term Loan Maturity Date”, “Tranche A-1 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-1 Term Loans, Fees payable to any Tranche A-1 Term Loan Lenders or any other Obligations owing to any Tranche A-1 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-1 Term Loan Lender directly and adversely affected thereby; (vi) modify the definition of “Term Loan Maturity Date”, “Tranche A-2 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-2 Term Loans, Fees payable to any Tranche A-2 Term Loan Lenders or any other Obligations owing to any Tranche A-2 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Term Loan Lender directly and adversely affected thereby; (vii) change the definition of Revolving Credit Commitment Percentage without the written consent of each Revolving Credit Lender, or change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.5. without the written consent of each Lender directly and adversely affected thereby; (viviii) amend subsection (a) or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7. without the written consent of each LenderLender directly and adversely affected thereby; (viiix) modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clauses (x) and (xi), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) release modify the definition of the term “Requisite Revolving Credit Lenders” or modify in any Guarantor from its obligations under other manner that reduces the Guaranty (except as contemplated in Section 4.6) number or percentage of the Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Lenders without the written consent of each Revolving Credit Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) 2.14 or Section 13.6(c)), “Dollar Tranche Revolving Commitment Percentage,” or “Multicurrency Tranche Revolving Commitment Percentage”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior Revolving Termination Date (except for Extended Letters of Credit extended pursuant to the Revolving Loan Termination DateSection 2.4 hereof), in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Term Loan Maturity Date” (except in accordance with Section 2.14 or Section 13.6(c)), or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vi) amend, modify or waive (A) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder (including any provision of this Agreement that expressly requires the consent of all Lenders or applicable Lenders) or to modify any provision hereof without the written consent of each Lender; (x) modify (i) the definition of the term “Requisite Revolving Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; , (viiiii) release the definition of the term “Requisite Dollar Tranche Revolving Lenders” or modify in any Guarantor from its obligations under other manner the Guaranty (except as contemplated in Section 4.6) number or percentage of the Dollar Tranche Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; Dollar Tranche Revolving Lender or (ixiii) amend, the definition of the term “Requisite Multicurrency Tranche Revolving Lenders” or modify in any other manner the number or percentage of the Multicurrency Tranche Revolving Lenders required to make any determinations or waive the Borrower’s compliance with, Section 2.16 any rights hereunder or to modify any provision hereof without the written consent of each Multicurrency Tranche Revolving Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) A. increase (, extend or reinstate) the Revolving Credit Commitments of a any Lender (other than pursuant to Section 2.13.) or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1. or 6.2. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments of any Lenders); (ii) B. reduce the principal of, or interest rates that has have accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) C. reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) D. modify the definitions definition of “Revolving Loan Termination Credit Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any on which a scheduled payment of principal of, or interest on, of any Revolving Loans or for Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Section 2.13.), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) E. modify the definition of “Term Loan Maturity Date”, “Tranche A-1 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-1 Term Loans, Fees payable to any Tranche A-1 Term Loan Lenders or any other Obligations owing to any Tranche A-1 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-1 Term Loan Lender directly and adversely affected thereby; F. modify the definition of “Term Loan Maturity Date”, “Tranche A-2 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-2 Term Loans, Fees payable to any Tranche A-2 Term Loan Lenders or any other Obligations owing to any Tranche A-2 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Term Loan Lender directly and adversely affected thereby; G. change the definition of Revolving Credit Commitment Percentage without the written consent of each Revolving Credit Lender, or change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.5. without the written consent of each Lender directly and adversely affected thereby; H. amend subsection (via) amend or this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section 13.7. without the written consent of each LenderLender directly and adversely affected thereby; (vii) I. modify the definition of the term “Requisite Lenders” or except as otherwise provided in the immediately following clauses (x) and (xi), modify in any other manner that reduces the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; J. modify the definition of the term “Requisite Revolving Credit Lenders” or modify in any other manner that reduces the number or percentage of the Revolving Credit Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Lenders without the written consent of each Revolving Credit Lender; K. modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Term Loans without the written consent of each Term Loan Lender; L. release (viiiA) release any Guarantor all or substantially all of the Subsidiary Guarantors from its their obligations under the Guaranty (except as contemplated by Sections 8.14.(c) or 8.15.) or release the Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of the value of the Collateral (except as contemplated by Section 8.15.), in Section 4.6) each case without the written consent of each Lender; M. waive a Default or Event of Default under Section 11.1. (ixa) without the written consent of each Lender directly and adversely affected thereby; or N. amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the written consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify clause (a) of the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to Termination Date for the Revolving Loan Termination DateCommitments and Revolving Loans, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) [reserved]; (vi) [reserved]; (vii) modify the definition of “Pro Rata ShareCommitment Percentage” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term terms “Requisite Lenders” or (except as otherwise provided in the immediately following clause (ix)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiiix) [reserved]; (x) release any Guarantor from its obligations under the Guaranty (except as contemplated in otherwise permitted under Section 4.67.12.(c)) without the written consent of each Lender;; or (ixxi) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 2.15. without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateObligations, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender;; or (viiivii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.14.(d) or (e)) without the written consent of each Lender; (ix) amendthe Requisite Lenders; provided, that the release of one or waive more of the Borrower’s compliance with, Section 2.16 without Guarantors that results in a release of all or substantially all of the value of the Guaranty shall require the written consent of each Lender; (x. Notwithstanding anything to the contrary contained in this Section, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders, amend Section 10.1.(l) intentionally omitted; (xi) amend or otherwise modify the provisions waive any Default or Event of Section 3.3 without the written consent of each LenderDefault occurring under such Section.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend (except in accordance with Section 2.14.) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1. or 5.2. or of any Default or Event of Default is not considered an increase in the Commitments of any Lender); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each LenderLender (it being understood and agreed that this clause (viii) shall not apply to any amendment to Section 7.13. unless such amendment has the effect of releasing of any Person that has already become a Guarantor); (ix) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Lender;; or (x) intentionally omitted; (xi) amend waive a Default or otherwise modify the provisions Event of Default under Section 3.3 10.1.(a), except as permitted in Section 10.7., without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Commitments of a Lender (except in accordance with Section 2.12) or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Maturity Date” (except in accordance with Section 2.142.12) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Maturity Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender;; 122 (viivi) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiivii) release any Guarantor from its obligations under the Guaranty (except as contemplated in modify Section 4.6) 3.3 without the written consent of each Lender; (viii) release Spirit REIT from its obligations under the Guaranty or release all or substantially all of the other Guarantors from their obligations under the Guaranty, other than as expressly permitted under this Agreement or the other Loan Documents without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 2.14 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omittedrelease or dispose of any Collateral without the written consent of each Lender unless released or disposed of as permitted by, and in accordance with, the terms of this Agreement, including, Sections 4.2, 4.5, 10.4 or 12.4; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender; or (xii) permit the Collateral to secure any debt other than the Guaranteed Obligations without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Revolving Lenders with respect to any Revolving Loans and Reimbursement Obligations, the Requisite Tranche A Term Loan Lenders with respect to any Tranche A Term Loans, and the Requisite Tranche B Term Loan Lenders with respect to the Tranche B Term Loans, shall be required for the waiver of interest on such applicable Loans and Obligations payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees (including any Prepayment Premium) payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior Revolving Termination Date (except for Extended Letters of Credit extended pursuant to the Revolving Loan Termination DateSection 2.4 hereof), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Tranche A Term Loan Maturity Date” or “Tranche B Term Loan Maturity Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any tranche of Term Loans or for the payment of Fees or any other Obligations owing to the applicable Term Loan Lenders, in each case, without the written consent of each Term Loan Lender in the applicable tranche; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 6 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.23.2 or, Section 3.3 or Section 11.5 in a any manner that would alter the pro rata sharing of payments or order of application required thereby thereof, Section 11.5, without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Revolving Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) release modify the definition of the term “Requisite Tranche A Term Loan Lenders” or modify in any Guarantor from its obligations under other manner the Guaranty (except as contemplated in Section 4.6) number or percentage of the Tranche A Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Tranche A Term Loan Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Required Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.142.12.) or “Revolving “ Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.13.(b)) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 2.14. without the written consent of each Lender; (x) intentionally omittedamend or otherwise modify the requirement that all Lenders must approve a Property for inclusion as a Borrowing Base Property pursuant to Section 4.1.(c) without the consent of each Lender; (xi) amend except for a release or otherwise modify the provisions disposition permitted by, and in accordance with Section 4.2. or Section 12.4. release or dispose of Section 3.3 any Collateral without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the consent of each Lender;; ​ (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; ​ ​ ​ (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ​ (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (ivv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; ​ (vi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; ​ (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vviii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby;Lender; ​ (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; ​ (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender;; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); ​ (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (xiii) modify Section 2.16. to change the aggregate amount of Revolving Commitments and Term Loans that may be outstanding after giving effect to any increases of the Revolving Commitments or making of any Term Loans without the written consent of each Lender;; or ​ (xxiv) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.Lender owed the Obligations that were not paid when due resulting in such Default or Event of Default. ​ ​

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the consent of each Lender;; ​ (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; ​ ​ (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ​ (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (ivv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; ​ (vi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; ​ (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vviii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby;Lender; ​ (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; ​ (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender;; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); ​ (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; ​ ​ (xiii) modify Section 2.16. to change the aggregate amount of Revolving Commitments and Term Loans that may be outstanding after giving effect to any increases of the Revolving Commitments or making of any Term Loans without the written consent of each Lender;; or ​ (xxiv) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.Lender owed the Obligations that were not paid when due resulting in such Default or Event of Default. ​

Additional Lender Consents. In addition to the foregoing forgoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.142.12.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to (including the Revolving Lenderswaiver of any Default or Event of Default as a result of the nonpayment of any such Obligations as and when due), or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition definitions of “Pro Rata ShareCommitment Percentage” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, in each case, without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, in each case, without the written consent of each Revolving Lender; (viii) modify any provision of a Loan Document the modification of which expressly requires the consent of all Lenders or all Lenders directly affected by such modification, in each case, without the written consent of all Lenders or all such directly affected Lenders, as the case may be; (ix) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.6) 8.15., without the written consent of each Lender; (ixx) waive a Default or Event of Default under Section 11.1.(a) or Section 11.1.(b), in each case, without the written consent of each Lender directly affected thereby; or (xi) amend, or waive the Borrower’s compliance with, Section 2.16 2.14., in each case, without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender;; DB1/ 113000430.10 (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, provided however that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Term Loan Termination Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit Lenders beyond the date that is thirty days prior to the Revolving Term Loan Termination Maturity Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viivi) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiivii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) modify Sections 3.2 or 3.3 without the written consent of each Lender; (viii) release Spirit REIT from its obligations under the Guaranty or release all or substantially all of the other Guarantors from their obligations under the Guaranty, other than as expressly permitted under this Agreement or the other Loan Documents without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 2.11 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments increase, reinstate or, other than in accordance with Section 2.14(a), extend a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender;; ​ (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.14(a)) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.4(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14(b)), or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans remain outstanding, (A) amend, modify or waive Section 5.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, or (B) change the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 3.2 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5 without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13(b)) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, with (A) Section 2.16 2.16(a) or (b) without the written consent of each Lender; Revolving Lender or (xB) intentionally omitted; (xiSection 2.16(c) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lenderthe applicable Issuing Bank.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend (except in accordance with Section 2.14.) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1. or of any Default or Event of Default is not considered an increase in the Commitments of any Lender); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) ”, or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata ShareCommitment Percentage” or amend or otherwise without the written consent of each Lender directly affected thereby; (vi) modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (vivii) amend this Section or Section, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) [reserved]; (ix) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each Lender; Lender (it being understood and agreed that this clause (ix) amendshall not apply to any amendment to Section 7.13. unless such amendment has the effect of releasing any Person that has already become a Guarantor); or (x) waive a Default or Event of Default under Section 10.1.(a), or waive the Borrower’s compliance withexcept as permitted in Section 10.7., Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Term Loan Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such LenderLender (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Term Loan Commitment); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such LenderLender directly and adversely affected thereby; (iv) modify the definitions of “Revolving Term Loan Termination Maturity Date” (except in accordance with Section 2.14) or “Revolving Term Loan Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Term Loans or for the payment of Fees or any other Obligations owing to the Revolving Term Loan Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyTerm Loan Lender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; provided that, with the consent of the Requisite Lenders, the provisions of this Section and the definition of the term “Requisite Lenders” may be amended to include references to any new class of loans created under this Agreement pursuant to Section 2.15 (or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing classes of Loans or Lenders; (viivi) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiivii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) modify Sections 3.2 or 3.3, without the written consent of each Lender; (viii) release Spirit REIT from its obligations under the Guaranty or release all or substantially all of the other Guarantors from their obligations under the Guaranty, other than as expressly permitted under this Agreement or the other Loan Documents without the written consent of each Lender; or (ix) amend, or waive the Borrower’s compliance with, Section 2.16 2.14 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) the Commitments any Commitment of a Lender of any Class or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) [reserved]; (v) [reserved] (vi) modify the definitions of “Revolving Loan Termination “ Maturity Date” (except in accordance with Section 2.14) . or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (vvii) subordinate, or have the effect of subordinating, the Obligations to any other Indebtedness without the written consent of each Lender; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viix) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; or (xii) release any Guarantor all or substantially all of the Guarantors from its their obligations under the Guaranty (except as contemplated in by Section 4.68.14.(b))(but, for the avoidance of doubt, not including amendments or waivers of requirements to join additional Guarantors) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.2(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) modify the definition of “Term Loan Availability Termination Date” without the written consent of each Term Loan Lender; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (viix) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xii)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14.(b)) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend (except in accordance with Section 2.14.) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1. or 5.2. or of any Default or Event of Default is not considered an increase in the Commitments of any Lender); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders.), or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Termination Date” as it applies to a Class of Loans (except as set forth in clause (iv) above in relation to Revolving Commitments), otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans of a Class or for the payment of Fees or any other Obligations owing to the Lenders of such Class, in each case, without the written consent of each Lender of such Class directly affected thereby; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) the amount of the Swingline Availability or (B) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Commitment Percentage” without the written consent of each Revolving Lender directly affected thereby; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (viix) amend this Section or Section, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each LenderLender (it being understood and agreed that this clause (xi) shall not apply to any amendment to Section 7.13. LEGAL02/40926073v6 unless such amendment has the effect of releasing of any Person that has already become a Guarantor); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (xi) amend waive a Default or otherwise modify the provisions Event of Default under Section 3.3 10.1.(a), except as permitted in Section 10.7., without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.(a)) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” (in each case, except in accordance with Section 2.13.(b)) or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (xiii) modify Section 2.16. to change the aggregate amount of Revolving Commitments and Term Loans that may be outstanding after giving effect to any increases of the Revolving Commitments or making of any Term Loans without the written consent of each Lender;; or (xxiv) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender owed the Obligations that were not paid when due resulting in such Default or Event of Default.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) Extend the Commitments Facility Termination Date for a Class of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without the written consent of such Lender; Loan (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14including any Prepayment Premium) or “Revolving Commitment Percentage,” otherwise postpone accrued interest thereon, reduce any date fixed for, of the Applicable Margins (or forgive, modify any payment definition herein which would have the effect of principal of, reducing any of the Applicable Margins) or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” such principal or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby interest without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of each Revolving Lenderall of the Lenders; (viiiv) release Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any Guarantor from its obligations under other manner the Guaranty (except as contemplated number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in Section 4.6) each case, solely with respect to such Class of Lenders, without the written consent of each Lenderall of the Lenders in such Class; (ixvi) amend, or waive Increase the Borrower’s compliance with, Section 2.16 Aggregate Commitment and make Additional Loans beyond $500,000,000 without the written consent of each all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (xvii) intentionally omitted; (xi) amend or otherwise modify Amend the provisions definition of Section 3.3 “Commitment” without the written consent of each Lender.all of the Lenders;

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender;; NAI-1502661059v7 122 (x) intentionally omittedrelease or dispose of any Collateral without the written consent of each Lender unless released or disposed of as permitted by, and in accordance with, the terms of this Agreement, including, Sections 4.5, 10.4 or 12.4; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender; or (xii) permit the Collateral to secure any debt other than the Guaranteed Obligations without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.2(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definitions of “2016 Term Loan Maturity Date”, “2017 Term Loan Maturity Date” or the maturity date for any Class of Incremental Term Loans or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.3. without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14.(b)) without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Commitments of a Lender (except in accordance with Section 2.12) or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Maturity Date” (except in accordance with Section 2.142.12) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Maturity Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition definitions of “Pro Rata ShareTerm Maturity Date” or amend “Term Commitment Percentage”, otherwise postpone any date fixed for, or otherwise modify forgive, any payment of principal of, or interest on, any Term Loans or for the provisions payment of Section 3.2Fees or any other Obligations owing to the Term Lenders, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyTerm Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or “Requisite Facility Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) modify Sections 3.2 or 3.3, without the written consent of each Lender; (ix) release Spirit REIT from its obligations under the Guaranty or release all or substantially all of the other Guarantors from their obligations under the Guaranty, other than as expressly permitted under this Agreement or the other Loan Documents without the written consent of each Lender; or (x) amend, or waive the Borrower’s compliance with, Section 2.16 2.14 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (iiRevolving Facility Termination Date) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without Loan or accrued interest thereon or of the written consent Facility Letter of such Lender; Credit Obligations or of the Facility Fee, reduce any of the Applicable Margins (iv) or modify any definition herein which would have the definitions effect of “Revolving Loan Termination Date” (except in accordance with Section 2.14reducing any of the Applicable Margins) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any such principal, interest or Facility Fees or Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby Fees without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend 6.26, from any liability it may undertake with respect to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (ix) While any Guarantor from Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swingline Commitment or (C) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (x) Permit the Borrower to assign its obligations rights under the Guaranty Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xi) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxii) amend, or waive Cause any Subsidiary Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiii) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.3(c) in accordance with the terms of Section 3.3(c).

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: : (i) increase (or reinstate) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; ; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; ; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for”, or forgive, any payment modify clause (a) of principal of, or interest on, any Revolving Loans or for the payment definition of Fees or any other Obligations owing to the Revolving Lendersterm “Termination Date”, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; Lender; (v) modify the definition of “Pro Rata ShareTerm Loan Termination Date” or amend or otherwise modify clause (b) of the provisions definition of Section 3.2the term “Termination Date”, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected thereby; Term Loan Lender; (vi) amend this while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or amend the definitions any other provision of the terms used in this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans or the other Loan Documents insofar Issuing Banks to issue Letters of Credit when such Lenders or the Issuing Banks, as such definitions affect applicable, would not otherwise be required to do so, or (B) the substance of this Section L/C Commitment Amount, in each case, without the prior written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of Class Lenders for the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving LenderLenders; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.(a)) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date Revolving Termination Date (except in the case of a Letter of Credit that is thirty days prior to the Revolving Loan Termination Datebecomes an Excluded Letter of Credit in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” (in each case, except in accordance with Section 2.13.(b)), modify the definition of “Term Loan Availability Termination Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans (other than Additional Tranche Term Loans) or for the payment of Fees or any other Obligations (other than Fees and Obligations related to Additional Tranche Term Loans) owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender holding Term Loans made pursuant to Section 2.2. or constituting Additional Term Loans made pursuant to Section 2.16.; (vi) modify clause (c) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Class of Additional Tranche Term Loans or for the payment of Fees or any other Obligations related to any Class of Additional Tranche Term Loans owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender holding Additional Tranche Term Loans of such Class; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated by Section 7.14.(d)), release any of the Collateral (except as otherwise expressly permitted under this Agreement or the Pledge Agreement) or subordinate any Lien of the Administrative Agent in Section 4.6) any Collateral, without the written consent of each Lender;; or (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 2.15. without the written consent of each Lender.

Additional Lender Consents. In Except as otherwise expressly provided in this Agreement (including, without limitation, Sections 2.14, 2.17, and 5.2), in addition to the foregoing requirementsrequirements under clause (a) above, no amendment, waiver or consent shall: (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14) or “Revolving Commitment Percentage,” or, except in accordance with Section 5.2, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) with respect to any Class of Term Loans, modify the maturity date for such Class of Term Loans or, to the extent applicable to such Class of Term Loans, clause (b) or (c) of the definition of “Termination Date” or, except in accordance with Section 5.2, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans under such Class or for the payment of Fees or any other Obligations owing to the Term Loan Lenders of such Class, in each case, without the written consent of each Term Loan Lender of such Class directly affected thereby; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, 3.2 or Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or to waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14(b)) without the written consent of each Lender; (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 (provided that an amendment in accordance with Section 2.17 shall not be deemed to amend or waive compliance with Section 2.16). without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (ximodify or eliminate the requirement for the maintenance of a Register under Section 13.5(c) amend or otherwise modify a Participant Register under Section 13.5(d), except to comply with Applicable Law, such that the provisions Loans are always considered to be in registered form for purposes of Section 3.3 163(f) of the Internal Revenue Code without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, amendment waiver or consent shallshall do any of the following: (i) (A) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate outstanding principal amount of the Loans in excess of any limit imposed under Section 2.9. without the consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender;; LEGAL02/36006473v7 (iv) modify the definitions definition of “Revolving Loan Maturity Date”, “Availability Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 2.3. or 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiivii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.67.12.(c)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (vii) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixviii) amend, waive any Default or waive the Borrower’s compliance with, Event of Default occurring under Section 2.16 10.1.(a) or Section 10.1.(b) without the written consent of each Lender; (x) intentionally omitted; (xi) amend Lender owed the Obligations that were not paid when due resulting in such Default or otherwise modify the provisions Event of Section 3.3 without the written consent of each LenderDefault.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: : (i) increase (or reinstate) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; ; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; ; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for”, or forgive, any payment modify clause (a) of principal of, or interest on, any Revolving Loans or for the payment definition of Fees or any other Obligations owing to the Revolving Lendersterm “Termination Date”, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; Lender; (v) modify the definition of “Pro Rata ShareTerm Loan Termination Date” (except in accordance with Section 2.13.) or amend or otherwise modify clause (b) of the provisions definition of Section 3.2the term “Termination Date”, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected thereby; Term Loan Lender; (vi) amend this while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or amend the definitions any other provision of the terms used in this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans or the other Loan Documents insofar Issuing Banks to issue Letters of Credit when such Lenders or the Issuing Banks, as such definitions affect applicable, would not otherwise be required to do so, or (B) the substance of this Section L/C Commitment Amount, in each case, without the prior written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of Class Lenders for the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving LenderLenders; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (increase, extend or reinstate) reinstate the Revolving Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1, or 5.2 or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default, if issued in accordance with Section 12.6.(a) above, is not considered an increase in, or extension or reinstatement of, the Revolving Commitment of any Lender); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Post‑Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any scheduled payment of principal of, or interest on, any Revolving Loans or for the payment of Fees payable to the Lenders or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date Termination Date (except in accordance with Section 2.14 or, in the case of a Letter of Credit that is thirty days prior to the Revolving Loan Termination Datebecomes an Extended Letter of Credit, in accordance with Section 2.4.(b)), in each case, without the written consent of each Revolving Lender directly and adversely affected thereby; (v) modify the definition of “Pro Rata ShareRevolving Commitment Percentage” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 10.5., or any other provision of this Agreement, or add any provision of this Agreement, in a manner that would alter alter, or would have the effect of altering, the pro rata sharing of payments or order of application required thereby thereby, without the written consent of each Lender directly and adversely affected thereby; (vi) amend subsection (a) or this subsection (b) of this Section 12.6. or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions directly affect the substance of this Section without the written consent of each LenderLender directly and adversely affected thereby; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release (A) the Parent, (B) any Guarantor Borrower or (C) all or substantially all of the Subsidiary Guarantors from its obligations under the Guaranty or Article XIII (except as contemplated by Sections 7.13. and 7.14.), in Section 4.6) each case without the written consent of each Lender; (ix) waive a Default or Event of Default under Section 10.1. (a) without the written consent of each Lender directly and adversely affected thereby; or (x) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) amend or otherwise modify the definition of “Pro Rata ShareRevolving Commitment Percentage” or amend or otherwise modify the provisions of Section 3.2, 3.2 or Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor Borrower from its obligations hereunder or under the Guaranty (except as contemplated in Section 4.6) applicable Loan Documents without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend release or otherwise modify the provisions dispose of Section 3.3 any Collateral without the written consent of each LenderLender unless released or disposed of as permitted by, and in accordance with, the terms of this Agreement, including, Sections 4.2, 10.4 or 12.4; or (xi) permit the Collateral to secure any debt other than (A) the Credit Facility, and (B) any Specified Derivatives Obligations of a Borrower in connection with the Credit Facility, except as otherwise permitted herein.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend the Term Loan Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such LenderLender (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Term Loan Commitment); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such LenderLender directly and adversely affected thereby; (iv) modify the definitions of “Revolving Tranche A Term Loan Termination Maturity Date” (except in accordance with Section 2.14) or “Revolving Tranche A Term Loan Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Tranche A Term Loans or for the payment of Fees or any other Obligations owing to the Revolving Tranche A Term Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyTranche A Term Lender; (v) modify the definition definitions of “Pro Rata ShareTranche B Term Loan Maturity Date” or amend “Tranche B Term Loan Commitment Percentage”, otherwise postpone any date fixed for, or otherwise modify forgive, any payment of principal of, or interest on, any Tranche B Term Loans or for the provisions payment of Section 3.2Fees or any other Obligations owing to the Tranche B Term Lenders, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyTranche B Term Lender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; provided that, with the consent of the Requisite Lenders, the provisions of this Section and the definition of the term “Requisite Lenders” may be amended to include references to any new class of loans created under this Agreement pursuant to Section 2.15 (or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing classes of Loans or Lenders; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) modify Sections 3.2 or 3.3, without the written consent of each Lender; (ix) release Spirit REIT from its obligations under the Guaranty or release all or substantially all of the other Guarantors from their obligations under the Guaranty, other than as expressly permitted under this Agreement or the other Loan Documents without the written consent of each Lender; or (x) amend, or waive the Borrower’s compliance with, Section 2.16 2.14 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) Extend the Commitments Facility Termination Date for a Class of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly of the applicable Class; (ii) Forgive all or any portion of the principal amount of any Loan (including any Prepayment Premium) or accrued interest thereon, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the time ofdate fixed for the payment of any such principal or interest without the written consent of each Lender affected thereby; provided, however, (X) only the written consent of the Requisite Required Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”, and (Y) only the consent of the Required Lenders shall be required to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable based on such financial covenant; (iii) reduce Release any Guarantor, except as permitted in Section 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the amount of any Fees payable to a Lender Obligations without the written consent of such Lenderall of the Lenders; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify Modify the definition of the term “Requisite Required Lenders” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of each Revolving Lenderall of the Lenders; (viiiv) release Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any Guarantor from its obligations under other manner the Guaranty (except as contemplated number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in Section 4.6) each case, solely with respect to such Class of Lenders, without the written consent of each Lenderall of the Lenders in such Class; (ixvi) amend, or waive Increase the Borrower’s compliance with, Section 2.16 Aggregate Commitment and make Additional Loans beyond $500,000,000 without the written consent of each all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (xvii) intentionally omitted; (xi) amend or otherwise modify Amend the provisions definition of Section 3.3 “Commitment” without the written consent of each Lender.all of the Lenders;

Additional Lender Consents. In addition to the foregoing forgoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Availability Period”, “Availability Termination Date”, “Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to (including the Revolving Lenders, or extend the expiration date waiver of any Letter Default or Event of Credit beyond Default as a result of the date that is thirty days prior to the Revolving Loan Termination Datenonpayment of any such Obligations as and when due), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, in each case, without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, in each case, without the written consent of each Revolving Lender; (viii) modify any provision of a Loan Document the modification of which expressly requires the consent of all Lenders or all Lenders directly affected by such modification, in each case, without the written consent of all Lenders or all such directly affected Lenders, as the case may be; (ix) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.6) 8.15., without the written consent of each Lender;; or (ixx) amendwaive a Default or Event of Default under Section 11.1.(a) or Section 11.1.(b), or waive the Borrower’s compliance within each case, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender directly affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments increase, reinstate or, other than in accordance with Section 2.14., extend a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Post- Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.4.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans remain outstanding, (A) amend, modify or waive Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swingline Commitment of a Swingline Lender or (C) change the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5. without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, with (A) Section 2.16 2.16.(a) or (b) without the written consent of each Revolving Lender; , (xB) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender2.16.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (iiRevolving Facility Termination Date) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without Loan or accrued interest thereon or of the written consent Facility Letter of such Lender; Credit Obligations or of the Facility Fee, reduce any of the Applicable Margins (iv) or modify any definition herein which would have the definitions effect of “Revolving Loan Termination Date” (except in accordance with Section 2.14reducing any of the Applicable Margins) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any such principal, interest or Facility Fees or Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby Fees without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend 6.26, from any liability it may undertake with respect to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (ix) While any Guarantor from Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so or (B) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (x) Permit the Borrower to assign its obligations rights under the Guaranty Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xi) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxii) amend, or waive Cause any Subsidiary Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiii) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 in accordance with the terms of Section 3.3.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent Revolving Facility Termination Date and Section 2.1(d) in the case of such Lender; (iithe Term Loan Facility Termination Date) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly of the applicable Class; (ii) Forgive all or any portion of the principal amount of any Loan or accrued interest thereon or of the Facility Letter of Credit Obligations or of the Facility Fee, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the date fixed for the payment of any such principal, interest or Facility Fees or Facility Letter of Credit Fees without the written consent of each Lender affected thereby; provided, however, (X) only the written consent of the Requisite Required Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”, and (Y) only the consent of the Required Lenders shall be required to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Facility Letter of Credit or to reduce any fee payable based on such financial covenant; (iii) reduce Release any Guarantor, except as permitted in Section 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the amount of any Fees payable to a Lender Obligations without the written consent of such Lenderall of the Lenders; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Intentionally Omitted; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (ix) While any Guarantor from its obligations Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so (it being understood, however, that any waiver of any Unmatured Default or Default or any waiver or amendment of any representation or warranty under the Guaranty Loan Documents shall not require the consent of the Required Class Lenders of the Revolving Lenders as a result of the operation of this clause (A)) or (B) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (x) Permit the Borrower to assign its rights under the Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xi) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxii) amend, or waive Cause any Subsidiary Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiii) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 in accordance with the terms of Section 3.3. Further notwithstanding anything to the contrary in this Section 8.2, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provision of this Agreement and/or the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of any Lender. Any such amendment shall become effective without any further or consent of any of other party to this Agreement; provided that the Administrative Agent shall post any such amendment implementing such changes to the Lenders reasonably promptly after such amendment becomes effective.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Reimbursement Obligation or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Credit Termination Date” or clause (a) of the definition of “Termination Date” (except except, in each case, in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Credit Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Termination Date” as it relates to a particular Class of Term Loans, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Class of Term Loans or for the payment of Fees or any other Obligations owing to a particular Class of Term Loan Lenders, in each case, without the written consent of each Term Loan Lender in such Class directly affected thereby; (vi) modify the definition of “7-Year Term Loan Availability Period” without the written consent of each 7-Year Term Loan Lender; (vii) while any Term Loans remain outstanding, amend, modify or waive (A) the amount of the Swingline Commitment or (B) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (viix) modify the definition of “Revolving Commitment Percentage” or without the written consent of each Revolving Lender; (x) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.14.(d) or (e)) without the written consent of the Requisite Lenders; provided, that the release of one or more of the Guarantors that results in a release of all or substantially all of the value of the Guaranty shall require the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (x. Notwithstanding anything to the contrary contained in this Section, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders, amend Section 10.1.(l) intentionally omitted; (xi) amend or otherwise modify the provisions waive any Default or Event of Section 3.3 without the written consent of each LenderDefault occurring under such Section.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations Revolving Facility Termination Date without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without Loan or accrued interest thereon or of the written consent Facility Letter of such Lender; Credit Obligations or of the Facility Fee, Facility Letter of Credit Fee, reduce any of the Applicable Margins (iv) or modify any definition herein which would have the definitions effect of “Revolving Loan Termination Date” (except in accordance with Section 2.14reducing any of the Applicable Margins) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any such principal, interest or Facility Fees or Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby Fees without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend the definitions of the terms used in this Agreement 6.26, or the other Loan Documents insofar as such definitions affect REIT from any liability it may undertake with respect to the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $1,000,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definitions of Term Loan A-1 Commitment without the written consent of all of the Term A-1 Lenders; (ix) Amend the definition of Term Loan A-2 Commitment without the written consent of all of the Term A-2 Lenders; (x) Amend the definition of Term Loan A-4 Commitment without the written consent of all of the Term A-4 Lenders; (xi) Amend the definition of Term Loan A-5 Commitment without the written consent of all of the Term A-5 Lenders; (xii) Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (xiii) While any Guarantor from Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swingline Commitment or (C) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (xiv) Permit the Borrower to assign its obligations rights under the Guaranty Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xv) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxvi) amend, or waive Cause any Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxvii) intentionally omitted; (xi) amend Amend Sections 2.8, 2.13, 2.23, 8.1, 8.2, 8.5, 10.14 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent, Issuing Bank or Swingline Lender shall be effective without the written consent of the Administrative Agent, Issuing Bank or Swingline Lender, respectively. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender. Further notwithstanding anything to the contrary in this Section 8.2, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provision of this Agreement and/or the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment shall become effective without any further or consent of any of other party to this Agreement; provided that the Administrative Agent shall post any such amendment implementing such changes to the Lenders reasonably promptly after such amendment becomes effective.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase Extend the Facility Termination Date for a Class of Loans (or reinstateexcept as provided in Section 2.1(c) in the Commitments case of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (iiRevolving Facility Termination Date) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without Loan or accrued interest thereon or of the written consent Facility Letter of such Lender; Credit Obligations or of the Facility Fee, reduce any of the Applicable Margins (iv) or modify any definition herein which would have the definitions effect of “Revolving Loan Termination Date” (except in accordance with Section 2.14reducing any of the Applicable Margins) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any such principal, interest or Facility Fees or Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby Fees without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of all of the Lenders; (v) Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (vi) Increase the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (vii) Amend the definitions of “Revolving LenderCommitment” or “Revolving Percentage” without the written consent of all of the Revolving Lenders; (viii) release Amend the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the Term Lenders of such Class; (ix) While any Guarantor from Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so or (B) change the amount of the Facility Letter of Credit Sublimit, in each case, without the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders; (x) Permit the Borrower to assign its obligations rights under the Guaranty Agreement or otherwise release the Borrower from any portion of the Obligations without the written consent of all of the Lenders; (xi) Cause any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except as contemplated in for the Letter of Credit Collateral Account pursuant to Section 4.62A.9) without the written consent of each Lenderall of the Lenders; (ixxii) amend, or waive Cause any Subsidiary Guarantor to guarantee the Borrower’s compliance with, Section 2.16 Obligations on any basis other than a pro rata basis without the written consent of each Lender;all of the Lenders; or (xxiii) intentionally omitted; (xi) amend Amend Sections 2.13, 2.23, 8.1, 8.2, 8.5 or otherwise modify the provisions of Section 3.3 11.2, without the written consent of all of the Lenders. No amendment of any provision of the Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not be extended, without the written consent of such Defaulting 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 written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 in accordance with the terms of Section 3.3.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.3.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; (xiii) modify Section 2.16. to change the aggregate amount of Revolving Commitments and Term Loans that may be outstanding after giving effect to any increases of the Revolving Commitments or making of any Term Loans without the written consent of each Lender;; or (xxiv) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each LenderLender owed the Obligations that were not paid when due resulting in such Default or Event of Default.

Additional Lender Consents. In addition to the foregoing requirements, no such amendment, supplemental agreement or waiver or shall, without the consent shall:in writing of all Lenders affected thereby (or, in the case of clause (viii) below, each Revolving Lender): (i) increase extend the Revolving Facility Termination Date or Initial Term Loan Maturity Date (in each case, except as provided in Section 2.23), or reduce or forgive all or any portion of the principal amount of any Loan or accrued interest thereon or any fees (including Facility Fees) payable to a Lender, reduce any of the Applicable Margins (or reinstatemodify any definition herein which would have the effect of reducing any of the Applicable Margins) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates underlying interest rate options or extend the time of payment of any such principal, interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected therebyfees (including Facility Fees); provided, however, only the written consent of the Requisite Required Lenders shall be required for (x) the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” or (y) any modification to the Consolidated Outstanding Indebtedness to Consolidated Market Value Ratio covenant, the definitions of “Consolidated Outstanding Indebtedness” or “Consolidated Market Value” or any defined terms used in any of the foregoing; (ii) subject to releases given in accordance with Section 9.17, release Parent or any Subsidiary Guarantor (other than a Subsidiary Guarantor that has liquidated all of its assets and applied all of the proceeds of such liquidation in accordance with its organizational documents) from the Guaranty or any other future guarantor (other than a Subsidiary Guarantor that has liquidated all of its assets and applied all of the proceeds of such liquidation in accordance with its organizational documents) from any liability it may undertake with respect to the Obligations; (iii) (A) reduce the amount percentage specified in the definition of Required Lenders or change any Fees payable other provision hereof specifying the number or percentage of Lenders required to a Lender without waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, (B) reduce the written percentage specified in the definition of Required Revolving Lenders or change any other provision hereof specifying the number or percentage of Revolving Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or (C) reduce the percentage specified in the definition of such LenderRequired Term Loan Lenders or change any other provision hereof specifying the number or percentage of Term Loan Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify the definitions definition of “Revolving Applicable Percentage”; (v) increase (or reinstate) a Commitment of such Lender (excluding any increase as a result of an assignment of Commitments permitted under Section 12.3 and any increases contemplated under Section 2.1(c)), modify the definition of “Term Loan Availability Period” or “Term Loan Availability Termination Date” or subject such Lender to any additional obligations; (except in accordance with Section 2.14vi) permit Parent or “Revolving Commitment Percentage,” otherwise postpone any date fixed forthe Borrower to assign its rights or obligations under this Agreement; (vii) amend Sections 2.3, 2.13(ii), 2.20, 8.1, 8.2, 11.1 or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or 11.2; or (viii) extend the expiration date of any Facility Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Facility Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) or extend (except in accordance with Section 2.14.) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Xxxxxx (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.1. or 5.2. or of any Default or Event of Default is not considered an increase in the Commitments of any Lender); (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders.), or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Termination Date” as it applies to a Class of Loans (except as set forth in clause (iv) above in relation to Revolving Commitments), otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loans of a Class or for the payment of Fees or any other Obligations owing to the Lenders of such Class, in each case, without the written consent of each Lender of such Class directly affected thereby; (vi) while any Term Loans remain outstanding, amend, modify or waive the L/C Commitment Amount without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Commitment Percentage” without the written consent of each Revolving Lender directly affected thereby; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (viix) amend this Section or Section, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (x)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xi) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each LenderLender (it being understood and agreed that this clause (xi) shall not apply to any amendment to Section 7.13. unless such amendment has the effect of releasing of any Person that has already become a Guarantor); (ixxii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Revolving Lender;; or (xxiii) intentionally omitted; (xi) amend waive a Default or otherwise modify the provisions Event of Default under Section 3.3 10.1.(a), except as permitted in Section 10.7., without the written consent of each LenderLender directly and adversely affected thereby.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) the Commitments a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.4.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) [reserved]; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby; (viix) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xii)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14.(b)) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 2.16. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments increase, reinstate or, other than in accordance with Section 2.14., extend a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions definition of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termatination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.14.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.4.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby; (vvi) modify the definition of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vii) while any Term Loans remain outstanding, (A) amend, modify or waive Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swingline Commitment of a Swingline Lender or (C) change the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5. without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b)) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, with (A) Section 2.16 2.16.(a) or (b) without the written consent of each Revolving Lender; , (xB) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender2.16.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Post- Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender hereunder or postpone any date fixed for payment thereof without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Commitment Percentage” without the written consent of each Revolving Lender; (v) modify the definition of “Revolving Termination Date” or clause (a) of the definition of “Termination Date” (in each case, except in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations (including the waiver of any Default or Event of Default as a result of the nonpayment of any such Obligations as and when due) owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateDate (except in accordance with Section 2.2(b)), in each case, without the written consent of each Revolving Lender; (vi) modify the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vvii) while any Term Loans are outstanding, amend, modify or waive (A) Section 6.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (viii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby each case, without the written consent of each Lender directly and adversely affected therebyLender; (viix) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Section, in each case, without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or or, except as otherwise provided in the immediately following clause (xi), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of hereof, in each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) case, without the written consent of each Lender; (ixxi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determination or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; (xii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty except as contemplated by Section 8.15., without the written consent of each Lender; (xiii) waive a Default or Event of Default under Section 11.1.(a) or Section 11.1.(b), in each case, without the written consent of each Lender directly affected thereby; or (xiv) amend, or waive the Borrower’s compliance with, Section 2.16 2.15., in each case, without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Revolving Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Revolving Lenders with respect to any Revolving Loans and Reimbursement Obligations, the Requisite Tranche A Term Loan Lenders with respect to any Tranche A Term Loans, and the Requisite Tranche B Term Loan Lenders with respect to the Tranche B Term Loans, shall be required for the waiver of interest on such applicable Loans and Obligations payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees (including any Prepayment Premium) payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” ”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior Revolving Termination Date (except for Extended Letters of Credit extended pursuant to the Revolving Loan Termination DateSection 2.4 hereof), in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Tranche A Term Loan Maturity Date” or “Tranche B Term Loan Maturity Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any tranche of Term Loans or for the payment of Fees or any other Obligations owing to the applicable Term Loan Lenders, in each case, without the written consent of each Term Loan Lender in the applicable tranche; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 6 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.23.2 or, Section 3.3 or Section 11.5 in a any manner that would alter the pro rata sharing of payments or order of application required thereby thereof, Section 11.5, without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Revolving Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) modify the definition of the term “Requisite Tranche A Term Loan Lenders” or modify in any other manner the number or percentage of the Tranche A Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Tranche A Term Loan Lender; (xi) modify the definition of the term “Requisite Tranche B Term Loan Lenders” or modify in any other manner the number or percentage of the Tranche B Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Tranche B Term Loan Lender; (xii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (xiii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.68.14(b)) without the written consent of each Lender; (ixxiv) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3, Section 12.11(b) or Section 4.2 without the written consent of each Lender; or (xv) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) Extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Facility Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Date without the written consent of each Lender; (viiii) Forgive all or any portion of the principal amount of any Loan or accrued interest thereon or of the Unused Fee or Commitment Termination Fee, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the time of payment of any such principal, interest, Unused Fees or Commitment Termination Fee without the written consent of each Lender affected thereby; (iii) Release any Subsidiary Guarantor, except as permitted in Section 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake with respect to the Obligations without the written consent of all of the Lenders; (iv) Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of each Revolving Lenderall of the Lenders; (viiiv) release any Guarantor from its obligations under Increase the Guaranty (except as contemplated in Section 4.6) Aggregate Commitment beyond $300,000,000 without the written consent of each all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (ixvi) amend, Amend the definitions of “Commitment” or waive the Borrower’s compliance with, Section 2.16 “Percentage” without the written consent of each Lenderall of the Lenders; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver waiver, forbearance, or consent shallshall do any of the following: (i) increase (or reinstate) the Commitments of a Lender (excluding any increase as a result of an assignment of Commitments permitted under Section 12.5. and any increases contemplated under Section 2.16.) or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” or clause (a) of the definition of “Termination Date” (except except, in each case, in accordance with Section 2.142.13.) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date (except in accordance with Section 2.3.(b)) or, with respect to any Extended Letter of Credit, further extend the expiration date that is thirty days prior of such Extended Letter of Credit or modify any provision of Sections 2.3.(b) or 2.14. regarding Cash Collateral for such Extended Letters of Credit or release any Cash Collateral provided pursuant to the Revolving Loan Termination DateSections 2.3.(b) or 2.14. except in accordance with Section 10.6., in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, the Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender directly affected thereby; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to (1) require the Revolving Lenders to make Revolving Loans, (2) require an Issuing Bank to issue Letters of Credit or (3) require the Swingline Bank to make Swingline Loans, in each case, when such Lenders or such Issuing Bank would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 10.5. without the written consent of each Lender directly and adversely affected therebyLender; (viviii) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (ix) amend this Section 12.6. or amend any of the other definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section 12.6. without the written consent of each Lender; (viix) modify the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiixi) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender of such Class; (xii) release any Guarantor from its obligations under the Guaranty (except as contemplated in by Section 4.67.13.(b) without the written consent of each Lender;; or (ixxiii) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 2.15. without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) (A) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or (B) increase the aggregate Commitments without the consent of each Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; ​ (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Maturity Date” or “Commitment Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3 3.3. or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.5. without the written consent of each Lender directly and adversely affected thereby;Lender; ​ (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender;; ​ (viiivii) release the Parent as a Guarantor or any other Guarantor from its obligations under the Guaranty (except as contemplated in expressly permitted by Section 4.68.13.(b)) without the written consent of each Lender;; provided, however, the consent of each Lender shall not otherwise be required under this clause (xi) for any amendment, waiver or consent which does not expressly provide for the release of a Guarantor (but which may indirectly result in such a release); ​ (ixviii) amend, or waive modify Section 2.16. to change the Borrower’s compliance with, Section 2.16 aggregate amount of Loans that may be outstanding after giving effect to the making of any Additional Loans without the written consent of each Lender;; or (xix) intentionally omitted; (xiwaive any Default or Event of Default occurring under Section 11.1.(a) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.Lender owed the Obligations that were not paid when due resulting in such Default or Event of Default. ​

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 3.2 without the written consent of each Lender directly and adversely affected therebyLender; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omittedrelease or dispose of any Collateral without the written consent of each Lender unless released or disposed of as permitted by, and in accordance with, the terms of this Agreement, including, Sections 4.5, 10.4 or 12.4; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender; or (xii) permit the Collateral to secure any debt other than the Guaranteed Obligations without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such LenderLender or increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify clause (a) of the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to Termination Date for the Revolving Loan Termination DateCommitments and Revolving Loans, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) modify clause (b) of the definition of “Termination Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected therebyLender; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term terms “Requisite Lenders” or “Supermajority Lenders” or (except as otherwise provided in the immediately following clause (ix)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (ix) modify the definition of the term “Requisite Revolving Lenders” without the written consent of each Revolving Lender; (viiix) release any Guarantor from its obligations under the Guaranty (except as contemplated in otherwise permitted under Section 4.67.12.(c)) without the written consent of each Lender;; or (ixxi) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Revolving Lender; . (xmm) intentionally omitted; (xiThe Credit Agreement is further amended by restating Section 12.6.(c) amend or otherwise modify of the provisions of Section 3.3 without the written consent of each Lender.Credit Agreement to read as follows:

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) [Reserved]; (v) modify the definitions definition of “Revolving Term Loan Termination Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Term Loans or for the payment of Fees or any other Obligations owing to the Revolving Term Loan Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Term Loan Lender directly affected thereby; (vvi) [Reserved]; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 3.2 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (viiix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiix) [Reserved]; (xi) [Reserved]; or (xii) release (i) any Guarantor Guarantor, or all or substantially all other Guarantors, from its or their respective obligations under the Guaranty (except as contemplated in by Section 4.68.14(b)) without or (ii) except during a Collateral Suspension Period, all or substantially all of the written consent value of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 Collateral without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) Extend the Commitments of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Loan Facility Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Date without the written consent of each Lender; (viiii) Forgive all or any portion of the principal amount of any Loan or accrued interest thereon or of the Unused Fee or Commitment Termination Fee, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any of the Applicable Margins) or the underlying interest rate options or extend the time of payment of any such principal, interest, Unused Fees or Commitment Termination Fee without the written consent of each Lender affected thereby; (iii) Release any Subsidiary Guarantor, except as permitted in Section 6.26, from any liability it may undertake with respect to the Obligations without the written consent of all of the Lenders; (iv) Modify the definition of the term “Requisite Required Lenders” or “Percentage” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of each Revolving Lenderall of the Lenders; (viiiv) release any Guarantor from its obligations under Increase the Guaranty (except as contemplated in Section 4.6) Aggregate Commitment beyond $300,000,000 without the written consent of each all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (ixvi) amend, Amend the definitions of “Commitment” or waive the Borrower’s compliance with, Section 2.16 “Percentage” without the written consent of each Lenderall of the Lenders; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) Extend the Commitments Facility Termination Date for a Class of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”applicable Class; (iiiii) reduce Forgive all or any portion of the principal amount of any Fees payable to a Lender without the written consent of such Lender; Loan (iv) modify the definitions of “Revolving Loan Termination Date” (except in accordance with Section 2.14including any Prepayment Premium) or “Revolving Commitment Percentage,” otherwise postpone accrued interest thereon, reduce any date fixed for, of the Applicable Margins (or forgive, modify any payment definition herein which would have the effect of principal of, reducing any of the Applicable Margins) or the underlying interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, rate options or extend the expiration date time of payment of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination Date, in each case, without the written consent of each Revolving Lender directly affected thereby; (v) modify the definition of “Pro Rata Share” such principal or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby interest without the written consent of each Lender directly and adversely affected thereby; (viiii) amend this Release any Subsidiary Guarantor, except as permitted in Section or amend 6.26, from any liability it may undertake with respect to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section Obligations without the written consent of each Lenderall of the Lenders; (viiiv) modify Modify the definition of the term “Requisite Required Lenders” or (except as otherwise provided in the immediately following clause (v)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof hereof, without the written consent of each Revolving Lenderall of the Lenders; (viiiv) release Modify the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any Guarantor from its obligations under other manner the Guaranty (except as contemplated number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in Section 4.6) each case, solely with respect to such Class of Lenders, without the written consent of each Lenderall of the Lenders in such Class; (ixvi) amend, or waive Increase the Borrower’s compliance with, Section 2.16 Aggregate Commitment and make Additional Loans beyond $500,000,000 without the written consent of each all of the Lenders, provided that no Commitment of a Lender can be increased without the consent of such Lender; (xvii) intentionally omitted; (xi) amend or otherwise modify Amend the provisions definition of Section 3.3 “Commitment” without the written consent of each Lender.all of the Lenders;

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) the Commitments Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender or increase the aggregate Commitments other than in connection with an increase under Section 2.16. as provided therein without the written consent of each Lender;; ​ (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the ‌ ​ LEGAL02/42113124v8 ​ written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;; ​ (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify clause (a) of the definitions definition of “Revolving Loan Termination Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to Termination Date for the Revolving Loan Termination DateCommitments and Revolving Loans, in each case, without the written consent of each Revolving Lender directly affected therebyLender; (v) [reserved]; (vi) [reserved]; (vii) modify the definition of “Pro Rata ShareCommitment Percentage” or amend or otherwise modify the provisions of Section 3.2, Section 3.3 or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby . without the written consent of each Lender directly and adversely affected thereby;Lender; ​ (viviii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) Section, modify the definition of the term terms “Requisite Lenders” or (except as otherwise provided in the immediately following clause (ix)), modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viiiix) [reserved]; (x) release any Guarantor from its obligations under the Guaranty (except as contemplated in otherwise permitted under Section 4.67.12.(c)) without the written consent of each Lender;; or ​ (ixxi) amend, or waive the Borrower’s compliance with, Section 2.16 2.15. without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.. ​

Additional Lender Consents. In addition to Notwithstanding the foregoing requirementsforegoing, no amendment, waiver or consent shallshall do any of the following: (i) increase (increase, extend or reinstate) reinstate the Revolving Credit Commitments of a any Lender (other than pursuant to Section 2.13.) or subject a Lender any Lenders to any additional obligations without the written consent of such LenderLender (it being understood and agreed that a waiver of any condition precedent set forth in Section 6.1. or 6.2. or of any Default or Event of Default and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Revolving Credit Commitments of any Lenders); (ii) reduce the principal of, or interest rates that has have accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any Fees payable to a any Lender without the written consent of such Lender; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (iv) modify the definitions definition of “Revolving Loan Termination Credit Maturity Date” (except in accordance with Section 2.14) or “Revolving Commitment Percentage,” otherwise postpone any date fixed for, or forgive, any on which a scheduled payment of principal of, or interest on, of any Revolving Loans or for Loans, Fees payable to the payment of Fees Revolving Credit Lenders or any other Obligations owing to the Revolving Credit Lenders, or extend the expiration date of any Letter of Credit beyond the date that is thirty days prior to the Revolving Loan Termination DateCredit Maturity Date (except in accordance with Section 2.13.), in each case, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; (v) modify the definition of “Term Loan Maturity Date”, “Tranche A-1 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-1 Term Loans, Fees payable to any Tranche A-1 Term Loan Lenders or any other Obligations owing to any Tranche A-1 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-1 Term Loan Lender directly and adversely affected thereby; (vi) modify the definition of “Term Loan Maturity Date”, “Tranche A-2 Term Loan Maturity Date”, or otherwise postpone any date on which a scheduled payment of principal of any Tranche A-2 Term Loans, Fees payable to any Tranche A-2 Term Loan Lenders or any other Obligations owing to any Tranche A-2 Term Loan Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A-2 Term Loan Lender directly and adversely affected thereby; (vii) change the definition of Revolving Credit Commitment Percentage without the written consent of each Revolving Credit Lender, or change the definition of Pro Rata Share” Share or amend or otherwise modify the provisions of Section Sections 3.2, Section 3.3 . or Section 11.5 in a manner that would alter the pro rata sharing of payments or order of application required thereby 11.5. without the written consent of each Lender directly and adversely affected thereby; (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Revolving Lender; (viii) release any Guarantor from its obligations under the Guaranty (except as contemplated in Section 4.6) without the written consent of each Lender; (ix) amend, or waive the Borrower’s compliance with, Section 2.16 without the written consent of each Lender; (x) intentionally omitted; (xi) amend or otherwise modify the provisions of Section 3.3 without the written consent of each Lender.