Common use of Amendment or Waiver; etc Clause in Contracts

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or obligations under this Agreement or any Credit Document; provided further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y) without the consent of the Agents, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any payment, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders, (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment commitments shall not constitute an increase of the Commitment commitment of any BankLender, and that an increase in the available portion of the Commitment any commitment of any Bank Lender shall not constitute an increase in the Commitment commitment of such Bank) Lender), (yu) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zv) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, (i) without the consent of each Bank (with Obligations being directly affected in the case of following clause (i))Bank, (i) extend the final any scheduled maturity of any LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereonfees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)) or (ii) without the consent of each Bank, (iia) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.23), (b) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.5, (iiic) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (d) amend or modify any provision of Section 10.6 to add any additional extensions of credit pursuant consent requirements necessary to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) effect any assignment or participation thereunder or (ive) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (xy) increase the Total Commitment or outstanding Loans of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, or Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment or outstanding Loans of any Bank), and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) or (yz) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents Article 7 or any other provision as the same relates to the rights or obligations of the Agents or (z) without Administrative Agent. The Banks and Credit Parties agree that the consent exercise by the Borrower of its option to increase the amount of the Swingline Bank, alter its rights outstanding Loans pursuant to Section 2.16 is not an amendment or obligations with respect to Swingline Loanswaiver of this Agreement or any other Credit Document.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Repayment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Fees thereonNote (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Loans are included on the Restatement Effective Date) or ), (ivv) consent to the assignment or transfer by the Borrower or any Borrower Subsidiary Guarantor of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from the Subsidiaries Guaranty to the extent same owns a Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (yu) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent, or (zv) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Credit Document Obligations being directly affected in the case of following clause (i)) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Repayment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Fees thereonNote (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Loans and the issuance or reinstatement of Existing Letters of Credit are included on the Restatement Effective Date) or ), (ivv) consent to the assignment or transfer by the Borrower or any Borrower Subsidiary Guarantor of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from the Subsidiaries Guaranty to the extent same owns a Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (ys) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 5 or alter its rights or obligations with respect to Existing Letters of Credit, (t) without the Agentsconsent of each Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or such Agent, (zu) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) without the consent of at least a majority of the holders of outstanding Swap Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 13, or (w) without the consent of at least a majority of the Lenders with outstanding Tranche B Loans, amend, modify or waive any provision relating to the rights or obligations of such Lenders in respect to Swingline Loansof such outstanding Tranche B Loans in a manner which adversely affects such Lenders only.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonfees (including the Nine-Month Fee) on any Loan, or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.12, (iii) reduce the percentage specified in or otherwise change the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) Lenders or (iv) consent to the assignment or transfer by any Borrower the Company of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such BankLender) or (y) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 10 as the same applies to the Agents Administrative Agent or any other provision as the same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline LoansAdministrative Agent.

Amendment or Waiver; etc. Neither (a) Except as provided in Section 2.23, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and, in the case of this Agreement, signed by each Borrower the respective Credit Parties party hereto and the Required BanksLenders or, in the case of any other Credit Document, signed by the respective Credit Parties hereto and the Administrative Agent or Collateral Agent party thereto with the consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Loan Document Obligations being directly affected thereby in the case of the following clause clauses (i) and (vi), and in such case only to the extent of such Loan Document Obligations), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the Revolving Loan Maturity Date or extend the required date of reimbursement of any LC Disbursement or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date (it being understood that any change to, or the deletion of, the proviso to the definition of “Term Loan Maturity Date” is not an extension of the final scheduled maturity of any Loans or Notes hereunder), or reduce the rate or amount or extend the time of payment of interest or Fees fees thereon, or reduce the principal amount thereofof any Loan, B/A or LC Disbursement or extend any Scheduled Repayment or any scheduled payment of principal of any Incremental Term Loan or reduce the amount of any such Scheduled Repayment or scheduled payment (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release the Guaranty by Holdings or any other material Guaranty (except as expressly provided in the Guaranties) or limit the liability of Holdings or the applicable Credit Party under any such Guaranty, (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (vi) amend, modify or waive any 155 other provisions of any Credit Document specifying the number or percentage of Lenders (ivor Lenders of any Tranche) required to waive, amend or modify any rights thereunder or grant any consent thereunder, (vii) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or any other Credit DocumentDocument or (viii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; and provided further that no such changes, waivers, discharge or termination shall (i) change any provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments, or Collateral to secure payments, due to Lenders holding Loans of any Tranche differently than those holding Loans of any other Tranche, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Tranche, or (ii) modify the protections afforded to an SPV pursuant to the provisions of Section 10.04(e) without the written consent of such SPV; provided further, that any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by Holdings, each Borrower and the requisite percentage in interest of the affected Tranche of Lenders that would be required to consent thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders hereunder at the time; provided further that no such change, waiver, discharge or termination shall (xA) increase the Total Commitment Commitments of any Bank Lender over (or reduce, on a non-pro rata basis, the Commitments of any Lender from) the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the US Total Revolving Loan Commitment or Global Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yB) without the consent of the Agentseach Letter of Credit Issuer, amend, modify or waive any provision of Section 11 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent or Collateral Agent, amend, modify or waive any provision of Article X as same applies to the Agents Administrative Agent or Collateral Agent, as the case may be, or any other provision as same relates to the rights or obligations of the Agents Administrative Agent or (z) without Collateral Agent, as the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanscase may be.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each the Borrower and the Required BanksLenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (Lender with Obligations being directly affected in the case of following clause (i))modified, (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under either Pledge Agreement, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Loans are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender), and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y2) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents 12 or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (z3) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent or (4) without the consent of the Supermajority Lenders, amend, modify or waive any provision of Section 4.02(c), 8.01(j), 9.01, 9.03, 9.07, or 10.09 or the definition of "Asset Coverage Ratio" or "Value".

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Obligor party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereonfees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the definitions of "Leverage Ratio" and "Reduction Discount" set forth in this Agreement or to Section 1.02 may not result in a reduction in any rate of interest or fees for the purposes of this clause (i) without the consent of each Lender), (ii) release all or substantially all of the Collateral (except as expressly provided in the Loan Documents) under all the Collateral Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.05, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 as same applies to the Agents Article 7 or any other provision as same relates to the rights or obligations of the Agents or Agent, (z3) without the consent of the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of other RL Lenders to fund Mandatory Borrowings), (4) without the consent of each LC Issuing Bank, amend, modify or waive any provision of Section 2.16 or alter its rights or obligations with respect to Swingline LoansLetters of Credit, (5) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches pursuant to Section 2.10 or 2.11 (excluding Sections 2.10(b) and (c)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (6) without the consent of the Supermajority Lenders of the respective Tranche, amend the definition of Supermajority Lenders or waive or decrease the amount of any Scheduled Repayment of such affected Tranche.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause (i))Bank, (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereonfees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.23), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.5, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (v) amend or modify any provision of Section 10.6 to add any additional extensions of credit pursuant consent requirements necessary to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) effect any assignment or participation thereunder or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (xy) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank), and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) or (yz) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents Article 7 or any other provision as the same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline LoansAdministrative Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Revolving Loan Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank) ), (y2) without the consent of the AgentsLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents Agent or (z5) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly negatively affected in the case of following clause clauses (i) and (vii)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in change the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement Agreement, (vi) replace any Subsidiary Guarantor or release any Credit DocumentSubsidiary Guarantor from a Subsidiaries Guaranty (other than as provided in the Subsidiaries Guaranty) or (vii) any amendment or modification to the pro rata provisions in Section 9 of the Pledge Agreement; provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender), and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (yu) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks; provided, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), ): (i) extend the final scheduled maturity of any LoanRevolving Loan or Revolving Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date (except to the extent provided in Section 2.01(e)), or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, thereof (except to the extent repaid in cash); (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents; (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, 13.12; (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) ; or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xv) increase the Total Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank) ); (yx) without the consent of the Agentseach Issuing Bank, amend, modify or waive any provision of Section 11 2 or alter its rights and obligations with respect to Letters of Credit; (y) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents Agent; or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being Lender directly affected in the case of following clause thereby (i)other than a Defaulting Lender), (i) (x) extend the final scheduled maturity of any LoanLoan or Note or the due date of any amortization payment in respect of the Term Loans, (y) extend the stated expiration date of any Letter of Credit beyond the one year anniversary of the Maturity Date (it being understood that the provisions of Section 4.02A(d) shall remain in effect with respect to any Letter of Credit having an expiry date later than the Maturity Date (or which, pursuant to its terms, may be extended to a date later than the Maturity Date)), or (z) with respect to clauses (x) and (y), reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereofthereof or reduce or forgive any interest, fees or other amounts payable hereunder (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the aggregate value of the Guaranty of all of the Guarantors (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided on the Effective Date) or Section 4.02(A)(d), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders or Required Revolving Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower or Magellan of any of its respective rights or and obligations under this Agreement or any Credit Document(vi) amend Section 13.06 in a manner that would alter the pro rata sharing of amounts required thereby; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment any Commitments pursuant to Section 3.03(b)(ii) shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement as same relates to the rights or obligations of the Agents Administrative Agent or (z5) adversely affect the rights of Lenders holding Commitments or Loans of one Class in a manner disproportionate to the effect on the rights of Lenders holding Commitments or Loans of another Class without the consent of the Swingline BankLenders of such disproportionately adversely affected Class that would constitute Required Lenders if such Class were the only Class of Loans or Commitments outstanding; provided further, alter its rights or obligations that no waiver of any condition set forth in Section 6 with respect to Swingline Loansany Credit Event shall become effective without the consent of (i) the Required Revolving Lenders (in the case of a Revolving Loan or Letter of Credit) or (ii) the Required Term Lenders (in the case of a Term Loan), in each case in addition to the other consents required pursuant to this Section 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Commitment reduction pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Letter of Credit Fee or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1215.12(a), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Guaranty to the extent same owns a Mortgaged Vessel; provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 14 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or such Agent, (zw) without the consent of the Swingline Bankeach Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Swingline LoansLetters of Credit or (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any LoanRevolving Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 15.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Pledge Agreement Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1215.12, (iiiiv) release any Guarantor from its obligations under its respective Guaranty except in accordance with the terms thereof, (v) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date) or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xv) increase the Total Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in of the Revolving Loan Commitment of such Bank) ), (yw) without the consent of the Agentsany Issuing Bank, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the Agents consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (y) without the consent of the Arranger and the Documentation Agent, amend, modify or waive any provision of Section 13 or any provision as same relates to the rights or obligations of the Arranger or the Documentation Agent or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof (a) No amendment or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent waiver of each Bank (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) amend, modify or waive any provision of Section 1.13this Agreement or any other Loan Document, Section 1.14 and no consent with respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or this Section 12.12, (iii) reduce by the percentage specified in the definition of Required Banks (it being understood that, Administrative Agent with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may Lenders) and the Borrower and then such waiver shall be included effective only in the determination of specific instance and for the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or obligations under this Agreement or any Credit Documentspecific purpose for which given; provided furtherprovided, however, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without only the consent of such Bank the Lenders directly and adversely affected thereby (it being understood that waivers or modifications by the Administrative Agent with the consent of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in all the Total Commitment shall not constitute an increase Lenders directly and adversely affected thereby) and of the Commitment of Borrower shall be required to do any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an following: (i) increase in or extend the Commitment of such BankLender (or reinstate any Commitment terminated pursuant to Section 10.02(a)); (ii) postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest (yother than default interest), fees or other amounts due to the Lenders (or any of them) without hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders); (iii) reduce the Agentsprincipal of, amend, modify or waive any provision (except as set forth in Section 2.11(f)) the rate of Section 11 as same applies to the Agents interest specified herein (it being agreed that waiver or any other provision as same relates to the rights or obligations reduction of the Agents or (z) without default interest margin shall only require the consent of Required Lenders) or the Swingline Bankamount of interest payable in cash specified herein on any Loan, alter or of any fees or other amounts payable hereunder or under any other Loan Document; (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder; (v) reduce the voting thresholds in this Section 12.12 or the definition of Required Lenders or any provision providing for consent or other action by all Lenders; (vi) discharge any Loan Party from its rights or obligations respective payment Obligations under the Loan Documents (other than in connection with respect to Swingline Loans.any release of any Loan Party #4848-1207-1386 172

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any LoanRevolving Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 15.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Pledge Agreement Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1215.12, (iiiiv) release any Guarantor from its obligations under its respective Guaranty except in accordance with the terms thereof, (v) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xv) increase the Total Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in of the Revolving Loan Commitment of such Bank) ), (yw) without the consent of the Agentsany Issuing Bank, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the Agents consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (y) without the consent of the Arranger and the Documentation Agent, amend, modify or waive any provision of Section 13 or any provision as same relates to the rights or obligations of the Arranger or the Documentation Agent or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Obligors party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Parent Guarantor (other than the Borrowers) may be released from, the Guaranty and the relevant Security Documents, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender except that, for the purposes 178 of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting Lender shall have a separate vote to the extent otherwise provided therein; provided that for the purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Secured Obligations being directly affected in the case of the following clause clauses (i) and (vii)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Restatement Effective Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Restatement Effective Date) or ), (ivv) consent to the assignment or transfer by any Borrower Obligor of any of its respective their rights or and obligations under this Agreement or any other Credit DocumentDocument to which it is a party, (vi) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Commitments are included on the Restatement Effective Date) or (vii) amend the priority of payments set forth in Section 11.02 hereof; provided provided, further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Agents or Administrative Agent, (z4) without the consent of the Swingline BankSecurity Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Security Agent, (5) without the consent of the Facility Agent, amend, modify or waive any provision relating to the rights or obligations of the Facility Agent or (6) without the consent of the Supermajority Lenders and each Co-Collateral Agent, (w) change the definition of the term Borrowing Base or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased (provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory or Eligible Credit Card Receivables acquired in a Permitted Acquisition to the Borrowing Base as provided herein), (x) amend the definition of Dominion Period or the definition of Availability Condition, (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Restatement Effective Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Credit Card Receivables and Eligible Inventory, in each case by the Co-Collateral Agents in accordance with respect the terms hereof, will not be deemed such an increase in advance rates) or decrease the frequency of Borrowing Base Certificate deliveries required pursuant to Swingline LoansSection 9.01(j) or (z) amend, modify or waive any provision of Section 10.13.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that that, no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of the following clause (i) and in the case of the following clause (v), to the extent (in the case of the following clause (v)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or a payment under Section 2.04(c) in respect of a participation in excess of its Percentage or would receive a payment or prepayment of Loans, a payment of obligations under Section 2.04(d) or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (v)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofof any Loan thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1214.12, (iiiexcept for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of the Commitments are included on the Effective Date), (v) amend, modify or waive Section 1.06 or the provisions of Section 2.04(c) to the extent relating to the obligation of a Participant to make a payment in an amount equal to its Percentage or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans, payments of obligations under Section 2.04(d) or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans, payments of obligations under Section 2.04 or reductions in Commitments (ivit being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (v)), (vi) consent to the assignment or transfer by any the Parent or the Borrower of any of its their respective rights or and obligations under this Agreement or (vii) release any Credit DocumentSubsidiary Guarantor from a Subsidiaries Guaranty to the extent same constitutes a Material Subsidiary; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, or (z4) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any repayment pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Guaranty; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (z) without the consent of the Swingline BankSecurity Trustee, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Security Trustee.

Amendment or Waiver; etc. Neither this Agreement nor any other ------------------------ Credit Document nor any terms hereof or thereof may be changed, waived, discharged or 133 terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without -------- the consent of each Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend waive any of the final scheduled maturity of any Loan, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofconditions specified in Section 5, (ii) amendchange the number of Banks or the percentage of (x) the Commitments, modify (y) the aggregate unpaid principal amount of the Loans or waive (z) the aggregate Stated Amount of outstanding Letters of Credit that, in each case, shall be required for the Banks or any provision of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1.131 of the Guaranty to which such Guarantor is a party or otherwise limit such Guarantor's liability with respect to the obligations owing to the Administrative Agent and the Banks, (iv) release any portion of the Collateral (other than assets permitted to be sold pursuant to the terms of this Agreement) in any transaction or series of related transactions or permit the creation, incurrence, assumption or existence of any Lien on any portion of Collateral in any transaction or series of related transactions to secure any obligations other than obligations owing to the Secured Creditors under the Credit Documents and other than Indebtedness owing to any other Person, provided that, in the -------- case of any Lien (other than Permitted Liens) on any item of Collateral to secure Indebtedness owing to any other Person, (A) the Borrowers shall, on the date such Indebtedness shall be incurred or issued, prepay the Loans pursuant to, and in the order of priority set forth in, Section 1.14 4.02(c) in an aggregate principal amount equal to the amount of such Net Cash Proceeds to the extent required to do so under Section 3.03 and (B) the Required Banks shall otherwise permit the creation, incurrence, assumption or existence of such Lien and of such Indebtedness, (v) amend this Section 12.12, (iiivi) increase the Commitments of the Banks or subject the Banks to any additional obligations, (vii) reduce the percentage specified in principal of, or interest on, the definition Notes or any Fees or other amounts payable hereunder, (viii) postpone any date fixed for any payment of Required Banks principal of, or interest on, the Notes or any Fees or other amounts payable hereunder or amend Section 4.02, (it being understood that, with ix) limit the consent liability of any Credit Party under any of the Required BanksCredit Documents; provided further that no amendment, additional extensions waiver or consent shall, -------- ------- unless in writing and signed by the Swingline Bank or each Letter of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis Credit Issuer, as the extensions of Commitments are included on the Effective Date) or (iv) consent case may be, in addition to the assignment or transfer by any Borrower of any of its respective rights or obligations under this Agreement or any Credit Document; provided furtherBanks required above to take such action, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y) without the consent of the Agents, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to affect the rights or obligations of the Agents Swingline Banks or (z) without the consent of the Swingline BankLetter of Credit Issuers, alter its as the case may be, under this Agreement; and provided -------- further that no amendment, waiver or consent shall, unless in writing and signed ------- by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or obligations with respect duties of the Agent under this Agreement, (x) increase the Multi-Currency Sublimit to Swingline Loansan amount in excess of U.S. $70,000,000 and (xi) to increase the maximum percentages set forth in the definitions of each of [_]Foreign Borrowing Base[_] and [_]U.S. Borrowing Base.[_]

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (or in the case of any amendment referred to in Section 13.12(b), the Administrative Agent), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being Lender directly affected in the case of following clause thereby (i)other than a Defaulting Lender), (i) extend the final scheduled maturity of any Swingline Loan, Revolving Loan or Revolving Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, (ii) extend the final scheduled maturity of any Tranche B Term Loan or Tranche B Term Note beyond the Tranche B Term Loan Maturity Date, or (iii) reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereonon any Loan, or reduce the principal amount thereof, thereof or any scheduled installment of principal thereof (iiexcept to the extent repaid in cash) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) that any amendment or (iv) consent modification to the assignment or transfer by any Borrower of any of its respective rights or obligations under financial definitions in this Agreement or any Credit Documentto Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (iii), notwithstanding the fact that such amendment or modification actually results in such a reduction); provided furtherprovidedfurther, that no such change, waiver, discharge or termination shall (xA) increase the Total Revolving Loan Commitment of any Bank Revolving Credit Lender over the amount thereof then in effect or extend the expiration date of any Revolving Loan Commitment of any Revolving Credit Lender without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any BankRevolving Credit Lender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Revolving Credit Lender shall not constitute an increase in of the Revolving Loan Commitment of such Bank) Revolving Credit Lender), (yB) without the consent of the Agentsrespective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (C) without the Agents consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders to fund Mandatory Borrowings), (D) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (zE) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (F) without the consent of the Majority Revolving Credit Facility Lenders, amend, modify or waive any of the provisions of Section 6, or (G) without the consent of all Lenders (1) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (2) release all or substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in the Credit Documents), (3) amend, modify or waive any provision of this Sections 1.14 or 13.12 or any other Section of this Agreement that expressly requires the consent of all Lenders in order to amend, modify or waive such Section (except for technical amendments with respect to Swingline additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Restatement Effective Date), (4) reduce the percentage specified in the definition of Required Lenders or Majority Revolving Credit Facility Lenders (it being understood that (x) with the consent of the Administrative Agent, extensions of credit pursuant to the Tranche C Term Loan Facility, may be included in the determination of the Required Lenders on substantially the same basis as the Tranche B Term Loans are included on the Restatement Effective Date, and (y) with the consent of the Required Lenders, additional extensions of credit (other than the Tranche C Term Loans) pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (5) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause (i) and (ii)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereonfees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2. 14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrowers (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.5, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (ivvi) consent to the assignment or transfer by any a Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (xu) without the consent of each Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (v) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in of the Commitment of such Bank) ), (yw) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents Article 8 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (provided that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.12(B) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Swingline BankSupermajority Banks of the respective Tranche, alter its rights reduce the amount of; or obligations extend the date of; any Scheduled Repayment or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with respect the consent of the Required Banks, additional extensions of credit pursuant to Swingline Loansthis Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date).

Amendment or Waiver; etc. (a). (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon(it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.03(a) or that otherwise avoids the imposition of any default rate of interest shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release or subordinate all or substantially all of the value of the guarantees under the Subsidiaries Guaranty (if any) (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Commitments on the Restatement Effective Date), (iiiiiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood and agreed that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Restatement Effective Date) or or, (ivivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or (vi) amend, modify or waive any Credit Documentprovision of Section 13.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders) at a discount to par on terms and conditions approved by the Required Lenders; provided further, that no such change, waiver, discharge or termination shall (x1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y3) without the consent of the Agentsrespective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 11 3 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit (including its Maximum L/C Amount), (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 2.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanssuch Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note beyond the Maturity Date, or reduce the rate of interest or Fees or extend the time of payment of interest or Fees thereonFees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or in connection with the sale of such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in of the Commitment of such Bank) ), (y2) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents or Agents, (z3) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect of the Collateral Agent, (4) without the consent of each Bank (other than a Defaulting Bank (as defined in the Existing Credit Agreement)) under, and as defined in, the Existing Credit Agreement, provide additional extensions credit to Swingline Loansthe Borrower secured by any Liens on the Collateral superior to the existing Liens in favor of the Collateral Agent on behalf of the Existing Secured Creditors (as defined in the respective Security Document) pursuant to the Security Documents (as in effect on the Effective Date), (5) extend the Maturity Date without the consent of those Non-Defaulting Lenders (as defined in the Existing Credit Agreement) constituting the Required Banks under, and as defined, in the Existing Credit Agreement, if the percentage "50%" contained in the definition thereof was changed to "66-2/3%" or (6) except in cases where additional extensions of loans are being afforded substantially the same treatment afforded to the Loans pursuant to this Agreement as originally in effect, without the consent of the Supermajority Banks amend or modify the definition of Supermajority Banks or reduce the required application of any prepayments or repayments (or commitment reductions) pursuant to Section 3.02.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations 110 being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or any Note, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Term Loan Commitments and Revolving Loan Commitments (and related extensions of Commitments credit) are included on the Effective Restatement Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (yv) without the consent of the AgentsBTCo and any other Issuing Bank, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (w) without the consent the Agent, amend, modify or waive any pro vision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Swingline BankSupermajority Banks of the respective Tranche, alter its rights amend the definition of Supermajority Banks or obligations with respect to Swingline Loansamend, modify or waive any Scheduled Repayment.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Revolving Loan Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), (2) without the con sent of the Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents Agent or (z5) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected and adversely modified in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents in connection with an asset sale permitted pursuant to Section 9.02) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1214.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) release all or substantially all of the Subsidiary Guarantors (ivexcept as expressly provided in the Subsidiaries Guaranty in connection with an asset sale permitted pursuant to Section 9.02), (vi) release VHS Holdco I from the Holdings Guaranty, (vii) consent to the assignment or transfer by any Borrower Credit Agreement Party of any of its respective rights or and obligations under this Agreement or (viii) amend, modify or waive any Credit Documentprovisions of Section 14.06(a) providing for payments to be made ratably to the Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in determining any ratable share pursuant to Section 14.06(a) and adjustments to any such Section may be made consistent therewith); provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents Administrative Agent or any other provision herein or in any other Credit Document as same relates to the rights or obligations of the Agents Administrative Agent, (4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (z5) without the consent of the Swingline BankLender, alter its the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment, or amend the definition of Supermajority Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date), (8) in cases where any Incremental Term Loans are being added to an existing Tranche of Term Loans pursuant to Section 1.16, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.16(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and, in the case of Section 1.16(a)(ix), the Total Revolving Loan Commitment amend or modify the provisions of Section 1.16(a)(ix) or (x), as the case may be.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and any of the Parent, the Holdco Guarantors or the Subsidiaries Guarantors may be released from its respective Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend or increase the Revolving Loan Commitment of any Lender, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1214.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Revolving Loan Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Loan Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi), or (vii) release all or substantially all of the Subsidiaries Guarantor from a Subsidiaries Guaranty (except as expressly provided in the Credit DocumentDocuments); provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Revolving Loan Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Loan Commitments shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in the Revolving Loan Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanRevolving Loan or Revolving Note, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) release a Guarantor from its Guaranty or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Revolving Loan Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) and (y) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 10 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline LoansAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)affected), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the A/RL Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) Date or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any other Credit Document; provided further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (yu) without the consent of the Agents, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans.the

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each the Borrower and the Required Banks, Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank directly and adversely affected Lender (with Obligations being directly affected in but not the case of following clause (i)), Required Lenders) (i) extend the final scheduled maturity of any Loan, Term Loan or Term Note beyond the applicable Maturity Date of such Lender holding such Term Loan or Term Note or (ii) reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof of such Lender holding such Term Loan or Term Note; provided, further, that no such change, waiver, discharge or termination shall, without the consent of each Lender (i) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.10(a) which would result in the reduction of the voting thresholds specified herein, or (iii) reduce the percentage “majority” voting threshold specified in the definition of “Required Banks (it being understood thatLenders” or “Required Revolving Lenders”; provided, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or obligations under this Agreement or any Credit Document; provided further, that no such change, waiver, discharge or termination shall (xi) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment or commitment reduction of Term Loans shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such BankLender) and (yii) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents 12 or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline LoansAdministrative Agent.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause clauses (i) and (ii)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereonfees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 6.25), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.5, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (vi) amend or modify any provision of Section 11.6 to add any additional extensions of credit pursuant consent requirements necessary to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) effect any assignment or participation thereunder or (ivvii) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Bank), and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents Article 8 or any other provision as the same relates to the rights or obligations of the Agents Administrative Agent, or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being Lender directly affected in the case of following clause thereby (i)other than a Defaulting Lender), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i) so long as the principal purpose of such amendment or modification was not to reduce the rate of interest or Fees), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Revolving Loan 106 Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xv) increase the Total Revolving Loan Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in of the Revolving Loan Commitment of such Bank) Lender), (yw) without the consent of the Agentsany Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the Agents consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. Neither (a) Except as expressly provided in Section 13.26(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereofthereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the U.S. Borrower Term Loans, European Borrower Dollar Term Loans, European Borrower Euro Term Loans and the Multicurrency Facility Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Multicurrency Facility Revolving Loan Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any either Borrower of any of its respective rights or and obligations under this Agreement or any Credit Document(vi) release the U.S. Borrower's Guaranty; provided further, that no such change, waiver, discharge or termination shall (xq) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Multicurrency Facility Revolving Loans, Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Multicurrency Facility Revolving Loan Commitments, (r) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (ys) without the consent of the Agentseach Issuing Lender affected thereby, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (t) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of such Agent, (v) without the Agents consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Multicurrency Facility Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Multicurrency Facility Revolving Loans pursuant to Section 1.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Swingline BankSupermajority Lenders of the respective Tranche, alter its rights reduce the amount of or obligations extend the date of, any U.S. Borrower Term Loan Scheduled Repayment, European Borrower Dollar Term Loan Scheduled Repayment or European Borrower Euro Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to Swingline Loansthis Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications to the Intercompany Subordination Agreement, the Foreign Subsidiaries Guaranties and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon(it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a)1.03(a) or that otherwise avoids the imposition of any default rate of interest shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. any Letter of Credit, (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Commitments on the Restatement Effective Date), (iii) reduce the percentage specified in the definition of Required Banks Lenders (it being understood and agreed that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Restatement Effective Date) or (iv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y3) without the consent of the Agentsrespective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 11 23 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.012.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanssuch Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrowers may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans on the Funding Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Loans are included on the Effective Funding Date) or (ivv) consent to the assignment or transfer by any Borrower Parent or the Borrowers of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents 10 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Agents Administrative Agent or (z3) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans.of the Collateral Agent. 105

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon(it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the Term Loans and the Revolving Commitments on the Restatement Effective Date), (iii) reduce the percentage specified in the definition of Required Banks Lenders (it being understood and agreed that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Commitments are included on the Restatement Effective Date) or (iv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y2) without the consent of the Agentsrespective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 11 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans, (4) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (z5) without the consent of the Swingline Bank, alter its rights or obligations Majority Lenders with respect to Swingline LoansTerm Loan Facility, amend, modify or waive any Term Loan Scheduled Repayment.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Commitment reduction pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Letter of Credit Fee or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Guaranty to the extent same owns a Mortgaged Vessel; provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or such Agent, (zw) without the consent of the Swingline Bankeach Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Swingline LoansLetters of Credit or (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (or, in the case of Section 3.03(d), the Majority Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (v), to the extent (in the case of the following clause (v)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (v)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereon, Note or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iii) reduce the percentage specified in the definition of Required Banks Lenders or Majority Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders and Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement, or (v) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (v)); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yu) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankLender, alter its amend, modify or waive any provision relating to the rights or obligations with respect to of the Swingline LoansLender.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guarantee and Collateral Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)), (ii)(x) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond its Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or (y) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment of the Term Loans, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Guarantee and Collateral Agreement, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such BankLender), (2) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as in effect on, and after giving effect to, the Effective Date, (x) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02 (excluding Section 5.02(b)) (although, subject to clause (7) below, the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of each Lender of each Tranche which is adversely affected by such amendment, amend the Agentsdefinition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the Agents consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (z5) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) without the written consent of the Majority Lenders with respect to Swingline Loansthe Revolving Facility, amend, modify or waive (i) any condition precedent set forth in Section 7 with respect to the making of Revolving Loans or the issuance of Letters or Credit (it being understood that a general waiver of an existing Default or Event of Default by the required Lenders or an amendment approved by the required Lenders that has the effect of “curing” an existing Default or Event of Default and permitting the making of Loans or other extension of credit shall constitute a waiver of a condition precedent governed by this clause), (ii) Section 5.01(a) or 5.02 (excluding Section 5.02(b)) to alter the required application of prepayments or repayments (or Commitment reduction) either in a manner (x) adverse to the RL Lenders or (y) that would alter the priority, or reduce the amount, of any payment received by the RL Lenders or (iii) any provision of Section 10.09 (and any defined terms solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower) (and for the avoidance of doubt, it is understood and agreed that the Required Lenders may not, and nor shall the consent of the Required Lenders be needed to, amend, modify or waive any provision of Section 10.09 (or any defined term solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower)) or (8) without the written consent of each non-Defaulting RL Lender, amend, modify or waive Section 5.05 of the Pari Passu Intercreditor Agreement or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) to alter the required application of prepayments or repayments or application of proceeds in a manner adverse to the RL Lenders.

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) with Obligations being directly affected in the case of following clause (i))affected, (i) extend the final scheduled maturity of any LoanLoan or Note or extend the Stated Maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest, Fees or Term Loan Prepayment Premium thereon (except (x) in connection with a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees thereonfees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or release all or substantially all of the Guarantors, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans, RTL Commitments and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y2) without the consent of the AgentsSwingline Lender, amend, modify or waive any provision relating to the rights or obligations of the Swingline Lender or with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders with -138- 145 Revolving Loan Commitments to fund Mandatory Borrowings), (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents Administrative Agent or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (z5) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, and (6) without the consent of the Majority Lenders of any Tranche of Term Loans, amend the definition of Majority Lenders with respect to Swingline Loanssuch Tranche, or this clause (6), or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02(A) (excluding Sections 4.02(A)(b), (c), (d) or (e)) with respect to such Tranche (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, except pursuant to Sections 4.02(A)(b), (c), (d) or (e), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or reduce the amount of, or extend the date of, any Scheduled Repayment with respect to such Tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Amortization Payment, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Original Effective Date) or ), (ivv) consent to the assignment or transfer by the Borrower or any Borrower Subsidiary Guarantor of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory manda­tory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yu) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zv) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. Neither (a) Subject to the provisions of following clauses (c), (d), (e), (f), (g), (h), (i), (j) and (k) neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender, except in the case of clause (i)(x)) with Obligations being directly affected in the case of following clause (i))thereby, (ii)(x) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or (y) reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees thereon, thereon or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iii) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or ), (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement (except that, with the consent of the Required Lenders, the Corporation and any other Domestic Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02), (v) release any Credit DocumentGuarantor from its Guaranty (unless such Guarantor ceases to be a Domestic Dollar Revolving Loan Borrower in accordance with Section 13.12(d)) (it being understood, however, that the assumption by another Person of any Guarantor’s obligations under the Guaranty in connection with a merger or consolidation of such Guarantor, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of such Guarantor from its Guaranty) or (vi) amend, modify or waive any provision of Section 13.06(a); provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (xu) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement, (v) increase the Total Commitment Commitments (or Sub-Commitments) of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment (or Sub-Commitment) of any BankLender, and that an increase in the available portion of the any Commitment (or Sub-Commitment) of any Bank Lender shall not constitute an increase in of the Commitment (or Sub-Commitment) of such Bank) Lender), (yw) without the consent of the Agentseach Issuing Bank, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the Agents consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanssuch Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Repayment, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) or (iv) consent Consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel; provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (2) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, and without the consent of BTCo or any other Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents Agent, or (z4) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanRevolving Loan or Revolving Note, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) release a Guarantor from its Guaranty or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Revolving Loan Commit- ments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) and (y) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 10 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline LoansAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) release the REIT from its obligations under the Parent Guaranty, (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments Loans are included on the Effective Date) or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xA) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (yB) without the consent of the AgentsIssuing Bank, modify or waive any provision of Section 1.13 through Section 1.18 or alter its rights or obligations with respect to the Letters of Credit, (C) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (zD) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect of the Collateral Agent or (E) without the consent of the Supermajority Banks, (i) amend or modify the definition of Supermajority Banks, (ii) amend or modify any provision of the Agreement which would permit the REIT or any of its Subsidiaries to Swingline Loanspay additional Dividends to, or make additional Investments in or to, any of its other Subsidiaries, (iii) release any Subsidiary Guarantor from its obligations under the Subsidiaries Guaranty (in each case, except as expressly provided in the Credit Documents) or (iv) release any Borrowing Base 115 Property or Borrowing Base Pledged Mortgage Loan from the Liens created by the respective Mortgage or Collateral Assignment (except as expressly provided in the Credit Documents).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonfees on any Loan, or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) Lenders or (iv) consent to the assignment or transfer by any Borrower the Company of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such BankLender) or (y) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 10 as the same applies to the Agents Administrative Agent or any other provision as the same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline LoansAdministrative Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in of the Commitment of such Bank) ), (yv) without the consent of the AgentsIssuing Bank, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the Agents consent of the Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (z) without the consent of the Swingline BankSupermajority Banks, alter its rights reduce the amount of, or obligations extend the date of, any Scheduled Repayment, or amend the definition of Supermajority Banks (it being understood that, with respect the consent of the Required Banks, additional extensions of credit pursuant to Swingline Loansthis Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto, the Required Revolving Lenders and the Required BanksTerm Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and any of the Parent, the Holdco Guarantors or the Subsidiary Guarantors may be released from its respective Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto, the Required Revolving Lenders or the Required Term Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend or increase the Commitment of any Lender, extend the timing for or reduce the principal of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission or Tranche A Yield Enhancement or Tranche B Yield Enhancement (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1214.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders, Required Revolving Lenders or Required Term Lenders (it being understood that, with the consent of the Required BanksRevolving Lenders and the Required Term Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders, Required Revolving Lenders and Required Term Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Third Amendment Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments or Tranche A Yield Enhancement or Tranche B Yield Enhancement (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders, Required Revolving Lenders or Required Term Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi), or (vii) release all or substantially all of the Subsidiary Guarantors from a Subsidiaries Guaranty (except as expressly provided in the Credit DocumentDocuments); provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without 95 the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any Fees thereon(except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofof any Loan (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1214.12, (iiiexcept for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its their respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 as same applies to the Agents 12 or any other provision as same relates to the rights or obligations of the Agents Agent or (z3) without the consent of the Swingline BankAgent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Re- quired Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (ivv) consent to the assignment or transfer by any Borrower the Borrowers of any of its respective their rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xr) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment any Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (ys) without the consent of the Agentsrespective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 11 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit or Acceptances, (t) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(e) and (f) or alter its rights and obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of such Agent, (v) without the Agents consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the re- quired application of any prepayments or repayments (or commit- ment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although the Required Banks may, with the consent of the Majority B and C Banks as provided in the following clause (x), waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority B and C Banks, amend, modify or waive any provision of Section 4.02 (excluding Sections 4.02(a), (b), (c) and (d)) or the definition of Majority B and C Banks, or waive any repayment or prepayment required pursuant to Section 4.02 (excluding pursuant to Sections 4.02(a), (b), (c) and (d)), (y) without the consent of the Supermajority Banks of the respective Tranche (1) amend, modify or waive any Scheduled Repayment with respect to such Tranche or (2) reduce the percentage specified in the definition of Supermajority Banks with respect to such Tranche, and (z) without the consent of the Swingline BankRequired Supermajority Banks, alter (1) release any significant portion of the Collateral under the Security Documents (except as expressly provided in the Credit Documents) or release any significant Subsidiary Guarantor from its rights obligations under the Subsidiary Guaranty (other than in connection with a transaction permitted pursuant to Section 9.02); provided that no Collateral shall constitute a significant portion of the Collateral and no Subsidiary Guarantor shall constitute a significant Subsidiary Guarantor if the fair market value of the Collateral to be released plus the fair market value of the assets owned or obligations with respect to Swingline Loansheld by such Subsidiary Guarantor is $20 million or less in the aggregate (based on a certificate of the chief financial officer of INTERCO taking into account all prior releases) or (2) reduce the percentage specified in the definition of Required Supermajority Banks.

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date (it being understood that any amendment, modification or waiver to the proviso in the definitions of B Term Loan Maturity Date, Multiple Draw A Term Loan Maturity Date and Revolving Loan Maturity Date which extends any such Maturity Date beyond May 9, 2000 but not beyond the later date set forth in such definitions shall be permitted with the consent of only the Required Lenders), or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except in connection with a waiver of applicability of any post-default increase in interest rates) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit of the type which afford the protections to such additional extensions of credit provided to the Term Loans and Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall ---------------- (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment Commitments of any BankLender, and that an increase in the available portion of the Commitment any Commitments of any Bank Lender shall not constitute an increase in of the Commitment Commitments of such Bank) Lender), (y2) without the consent of the AgentsIssuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (z5) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Multiple Draw A Term Loan Scheduled Repayment without the consent of Supermajority Lenders holding Multiple Draw A Term Loans, or reduce the amount, or extend the date of, any B Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding B Term Loans, or amend the definition of Supermajority Lenders (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to Swingline this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders holding both Multiple Draw A Term Loans and B Term Loans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), or reduce the amount of, or extend the date of, any Scheduled Repayment, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) release Host Marriott from its obligations under the Host Marriott Guaranty, (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments Loans are included on the Effective Date), (vi) amend or modify the definition of Applicable EBITDA Factor or any of the percentages set forth in the proviso to the definition of Borrowing Base Property Amount or (ivvii) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xw) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (yx) without the consent of the Agentseach Agent affected thereby, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of such Agent, (y) without the Agents consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of the Swingline BankSupermajority Banks, alter (i) amend or modify the definition of Supermajority Banks, (ii) amend or modify any provision of the Agreement which would permit Holdings or any of its rights Subsidiaries to pay additional Dividends to, or make additional Investments in or to, Host Marriott or any of its other Subsidiaries, (iii) release any Parent Guarantor or Subsidiary Guarantor from its obligations with respect to Swingline Loansunder the Parents Guaranty or the Subsidiaries Guaranty, as the case may be (in each case, except as expressly provided in the Credit Documents) or (iv) release any Borrowing Base Property from the Liens created by the respective Mortgage (except as expressly provided in the Credit Documents).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of fees or interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Original Effective Date) or ), (ivv) consent to the assignment or transfer by the Borrower or any Borrower Subsidiary Guarantor of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yu) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 3 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or such Agent, (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent or (x) without the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 14.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Security Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1214.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Revolving Loan Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Loan Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi), or (vii) release any Subsidiaries Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel); provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Revolving Loan Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Loan Commitments shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in the Revolving Loan Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)thereby), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement (except in the circumstances permitted by the exception to the first proviso to the first sentence of Section 13.04(a)) or any Credit Document(vi) amend, waive or modify the approval rights of the Banks in respect of a nine or twelve-month Interest Period as provided in Section 1.09; provided furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (xv) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (yw) without the consent of the Agentsrespective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 11 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit issued by it, (x) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(b), (c) and (d) or alter its rights and obligations with respect 153 to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or such Agent and (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) with Obligations being directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any LoanLoan or Note beyond the applicable Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees thereon, thereon or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iii) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Loans are included on the Effective Closing Date) or ), (iv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement (except that, with the consent of the Required Lenders, the Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02) or (v) release any Credit DocumentGuarantor from the Subsidiaries Guaranty (except in accordance with the express terms of the Subsidiaries Guaranty) (it being understood, however, that the assumption by another Person of any Guarantor’s obligations under the Subsidiaries Guaranty in connection with a merger or consolidation of such Guarantor with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of such Guarantor from the Subsidiaries Guaranty); provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (x) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), or (y) without the consent of the Agentsrespective Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents 12 or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanssuch Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each the Borrower and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being Lender directly affected in the case of following clause thereby (i)other than a Defaulting Lender), (i) (x) extend the final scheduled maturity of any LoanLoan or Note or the due date of any amortization payment in respect of the Term Loans, (y) extend the stated expiration date of any Letter of Credit beyond the one year anniversary of the Maturity Date (it being understood that the provisions of Section 4.02A(d) shall remain in effect with respect to any Letter of Credit having an expiry date later than the Maturity Date (or which, pursuant to its terms, may be extended to a date later than the Maturity Date)), or (z) with respect to clauses (x) and (y), reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereofthereof or reduce or forgive any interest, fees or other amounts payable hereunder (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided on the Effective Date) or Section 4.02(A)(d), (iii) reduce the percentage specified in the definition of Required Banks Lenders, Required Term Lenders or Required Revolving Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or ), (iv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit Document(v) amend Section 13.06 in a manner that would alter the pro rata sharing of amounts required thereby; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment any Commitments pursuant to Section 3.03(b)(ii) shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement as same relates to the rights or obligations of the Agents Administrative Agent or (z5) adversely affect the rights of Lenders holding Commitments or Loans of one Class in a manner disproportionate to the effect on the rights of Lenders holding Commitments or Loans of another Class without the consent of the Swingline BankLenders of such disproportionately adversely affected Class that would constitute Required Lenders if such Class were the only Class of Loans or Commitments outstanding; provided, alter its rights or obligations further, that no waiver of any condition set forth in Section 6 with respect to Swingline Loansany Credit Event shall become effective without the consent of (i) the Required Revolving Lenders (in the case of a Revolving Loan or Letter of Credit) or (ii) the Required Term Lenders (in the case of a Term Loan), in each case in addition to the other consents required pursuant to this Section 13.12(a).

Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause clauses (i) and (ii)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereonfees, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrowers (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.5, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (ivvi) consent to the assignment or transfer by any a Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in of the Commitment of such Bank) ), (y) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents Article 8 or any other provision as the same relates to the rights or obligations of the Agents Administrative Agent, or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, in the event that the Borrower elects the Term-Out Option, extend the timing for or reduce the principal amount of any Scheduled Repayment, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereon, Note or Commitment Commission or Letter of Credit Fee (except in connection with the waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.11, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yu) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of each Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Revolving Loan Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Loan Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi), or (vii) release any Subsidiaries Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel); provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Revolving Loan Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Loan Commitments shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in the Revolving Loan Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Obligors party hereto or thereto and the Required BanksLenders (although additional parties 167 may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Parent Guarantor (other than the Borrowers) may be released from, the Guaranty and the relevant Security Documents, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender except that, for the purposes of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting Lender shall have a separate vote to the extent otherwise provided therein; provided that for the purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Secured Obligations being directly affected in the case of the following clause clauses (i) and (vii)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the Commitments are included on the Effective Date), (v) consent to the assignment or transfer by any Obligor of any of their rights and obligations under this Agreement or any other Credit Document to which it is a party, (vi) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Commitments are included on the Effective Date) or (ivvii) consent to amend the assignment or transfer by any Borrower priority of any of its respective rights or obligations under this Agreement or any Credit Documentpayments set forth in Section 11.02 hereof; provided provided, further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Agents or Administrative Agent, (z4) without the consent of the Swingline BankSecurity Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the 168 Security Agent, (5) without the consent of the Facility Agent, amend, modify or waive any provision relating to the rights or obligations of the Facility Agent or (6) without the consent of the Supermajority Lenders and each Co-Collateral Agent, (w) change the definition of the term Borrowing Base or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased (provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory or Eligible Credit Card Receivables acquired in a Permitted Acquisition to the Borrowing Base as provided herein), (x) amend the definition of Dominion Period or the definition of Availability Condition, (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Credit Card Receivables and Eligible Inventory, in each case by the Co-Collateral Agents in accordance with respect the terms hereof, will not be deemed such an increase in advance rates) or decrease the frequency of Borrowing Base Certificate deliveries required pursuant to Swingline LoansSection 9.01(j) or (z) amend, modify or waive any provision of Section 10.13.

Amendment or Waiver; etc. (a) Neither this Agreement ------------------------- nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, Lenders; provided that no such change, waiver, discharge or -------- termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i), and in such case only to the extent of such Obligations), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the Revolving Loan Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees fees thereon, or reduce the principal amount thereofthereof or extend any Scheduled Repayment or reduce the amount of any such Scheduled Repayment (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release any Guaranty (except as expressly provided in the Guaranties), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiv) reduce the percentage specified in the 159 definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (ivvi) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or any other Credit DocumentDocument or (vii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; provided further, further that no such change, waiver, ---------------- discharge or termination shall (xA) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yB) without the consent of the Agentseach Letter of Credit Issuer, amend, modify or waive any provision of Section 11 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, amend, modify or waive any provision of Article X as same applies to the Agents Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be, or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, Collateral Agent, Canadian Agent or (z) without UK Agent, as the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanscase may be.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) (except that the Administrative Agent and the Borrower may enter into any amendment of any Credit Document in order to correct any immaterial technical error therein without the consent of the Credit Parties or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause clauses (ii)(z), (vi) and (vii) or whose Obligations are being extended in the case of following clauses (i)(x) and (y)), (ii)(x) extend the final scheduled maturity of any LoanTerm Loan or Term Note, (y) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment or (z) reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)(z)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or all or substantially all of the value of the Subsidiary Guarantors from the Guaranty (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1212.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans on the Effective Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Term Loans are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement Agreement, (vi) amend, modify or waive any Credit Documentprovision of Section 12.06, except in connection with an amendment that provides for a prepayment of Term Loans by the Borrower (offered ratably to all Lenders with Term Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders or (vii) amend, modify or waive any provision of Section 12.04(b) that further restricts assignments thereunder; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Term Loan Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Term Loan Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Term Loan Commitment of any BankLender), and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y2) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02(f) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), or (z5) without the consent of the Swingline BankMajority Lenders of the respective Tranche affected thereby, alter its rights or obligations amend the definition of Majority Lenders (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to Swingline Loansthis Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans are included on the Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i), and in such case only to the extent of such Obligations), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the Revolving Loan Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees fees thereon, or reduce the principal amount thereofthereof or extend any Scheduled Repayment or reduce the amount of any such Scheduled Repayment (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release any Guaranty (except as expressly provided in the Guaranties), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (ivvi) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or any other Credit DocumentDocument or (vii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; provided further, further that no such change, waiver, -------- discharge or termination shall (xA) increase the Total Commitment 165 Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yB) without the consent of the Agentseach Letter of Credit Issuer, amend, modify or waive any provision of Section 11 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, amend, modify or waive any provision of Article X as same applies to the Agents Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be, or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, Collateral Agent, Canadian Agent or (z) without UK Agent, as the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanscase may be.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1211.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by the Borrower or any Borrower Subsidiary Guarantor of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from the Subsidiaries Guaranty (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory manda­tory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yu) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 10 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zv) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanMaturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby, or by the Administrative Agent as contemplated by the last sentence of Section 8.14), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Total Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any Borrower the Company of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in the Revolving Loan Commitment of such BankLender), (v) without the consent of BTCo, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (yw) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agents Administrative Agent or any other provision as the same relates to the rights or obligations of the Agents Administrative Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Required Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Required Lenders of each Tranche in the case of an amendment to the definition of Required Lenders), amend the definition of Required Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 or (z) without the consent of the Swingline BankRequired Lenders of the respective Tranche, alter its rights amend, modify or waive any Tranche A Term Loan Scheduled Repay- ment or Tranche B Term Loan Scheduled Repayment. In connection with the initial syndication of the Loans, if the Administrative Agent advises the Borrowers that it is (in the Administrative Agent's reasonable judgment) necessary or advisable to facilitate the syndication to modify the Alternate Currency Lender's obligations to make Euro Loans in Alternate Currencies, the Borrowers and the Lenders will enter into appropriate modifications to this Agreement (in the Administrative Agent's customary form) to so provide, so long as the economic and other terms contained herein with respect to Swingline Loansthe availability of Alternate Currency Loans are not changed in a way materially adverse to the Borrowers.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and any of the Parent, Holdings, Trico Subsea Holding or the Subsidiaries Guarantors may be released from its respective Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are were included on the Original Shipping Effective Date) or ), (ivv) consent to the assignment or transfer by any Borrower either of the Borrowers of any of its their respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Revolving Loan Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Loan Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi), or (vii) release any Subsidiaries Guarantor from a Subsidiaries Guaranty to the extent same owns a Mortgaged Vessel); provided provided, further, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment Revolving Loan Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Loan Commitments shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in the Revolving Loan Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (zw) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing writing-signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being other than a Defaulting Bank) directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any LoanRevolving Loan or Revolving Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xw) increase the Total Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, the Borrowing Base, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank) ), (yx) without the consent of the AgentsBTCo and any other Issuing Bank, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (y) without the Agents consent the Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Agent, or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Lender), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral or release any Borrower from its obligations under the Company/Sub-Guaranty (except, in each case, as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 to the extent that any such amendment, or modification or waiver would alter any of the voting provisions set forth in the other provisions of this Section 13.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments are included on the Restatement Effective Date) or ), (ivv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or (vi) amend or modify the definition of Eligible Financed Equipment, Eligible Accounts, Eligible Parts Inventory or Borrowing Base, in each case to the extent that any Credit Documentsuch amendment or modification would have the effect of increasing the amount of the Borrowing Base by more than $15,000,000 immediately after giving effect to such amendment or modification; provided furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (xu) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (yv) without the consent of the Agentsany Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the Agents consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Agent, (y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (z) without the consent of the Swingline BankSupermajority Lenders, alter its rights (A) amend or obligations modify the definition of Eligible Finance Equipment, Eligible Accounts, Eligible Parts Inventory or Borrowing Base, in each case to the extent that any such amendment or modification would have the effect of increasing the amount of the Borrowing Base by no more than $15,000,000 immediately after giving effect to such amendment or modification or (B) reduce the percentage specified in the definition of Supermajority Lenders (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to Swingline Loansthis Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Commitments are included on the Restatement Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks; provided, provided however, that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any LoanRevolving Loan or any Revolving Note, or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments (and related extensions of Commitments credit) are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; and provided further, that no such change, waiver, discharge or termination shall (xA) increase the Total Commitment Revolving Loan Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a 102 mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank) ), (yB) without the consent of the AgentsBTCo and any other Issuing Bank, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (C) without the consent the Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents Agent, or (zD) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans, Basic Revolving Loan Commitments and Supplemental Revolving Loan Commitments are included on the Restatement Effective Date), (iv) release a Guarantor from its Guaranty or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (w) be effective for purposes of determining whether the conditions to the obligations of the Banks with Supplemental Revolving Loan Commitments to make Supplemental Revolving Loans set forth in Section 5B.02 have been satisfied, without the consent of Banks, the sum of whose Supplemental Revolving Loan Commitments represent an amount greater than 50% of the Total Supplemental Revolving Loan Commitment, (x) increase the Total Commitment Commitments of any Bank over the amount thereof then in effect without the consent of such Bank except pursuant to Section 1.01(c) (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (y) without the consent of the AgentsIssuing Bank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to any Letter of Credit issued by such Issuing Bank and (z) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanssuch Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any repayment pursuant to Section 3.03(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Guaranty to the extent same owns a Vessel; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), or (y) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without -------- the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by by, or discharge or termination of, any Borrower of any of its respective rights or and obligations under this Agreement or any Credit Document; provided further, that ---------------- no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (y) without the consent of the AgentsAgent, amend, modify or waive any provision of Section 11 10 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanssuch Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings (other than the Borrowers) may be released from, the relevant Guaranty and the relevant Security Documents, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender except that, for the purposes of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting Lender shall have a separate vote to the extent otherwise provided therein; provided that for the purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Obligations being directly affected in the case of the following clause clauses (i) and (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all Security Documents or all or substantially all of the Guarantors (except as expressly provided in the Credit Documents) under all Guaranties, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) or Section 13.06, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or obligations under this Agreement or any Credit Document; provided further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y) without the consent of the Agents, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents or (z) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans.221

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of (1) each Bank (with Obligations being other than a Defaulting Bank) directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiry date of any Letter of Credit beyond the applicable Final Maturity Date, or reduce the rate (other than waiver of interest due under Section 1.08(c)) or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (it being understood and agreed that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (1)), (2) each Bank (other than a Defaulting Bank) (i) release all or substantially all of the Collateral, except in connection with Asset Sales otherwise permitted hereunder, (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer or release by any Borrower of the Credit Parties of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank over from the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (y2) without the consent of the AgentsLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or Agent, (z4) without the consent of the Swingline BankCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of BTCo, alter its rights or obligations with respect to the Swingline Loans, or (6) without the consent of Banks holding more than 50% of the outstanding Term Loans, change the scheduled payments required pursuant to Section 4.02(A)(b) on the Term Loans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided Lenders; PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i), and in such case only to the extent of such Obligations), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the Revolving Loan Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees fees thereon, or reduce the principal amount thereofthereof or extend any Scheduled Repayment or reduce the amount of any such Scheduled Repayment (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release any Guaranty (except as expressly provided in the Guaranties), (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1210.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiv) reduce the percentage specified in the 159 definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (ivvi) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or any other Credit DocumentDocument or (vii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; provided further, PROVIDED FURTHER that no such change, waiver, discharge or termination shall (xA) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (yB) without the consent of the Agentseach Letter of Credit Issuer, amend, modify or waive any provision of Section 11 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, amend, modify or waive any provision of Article X as same applies to the Agents Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be, or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, Collateral Agent, Canadian Agent or (z) without UK Agent, as the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loanscase may be.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i) and, in the case of the following clause (vi), to the extent that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any repayment pursuant to Section 3.02(b) or (c) or reduce the rate or extend the time of payment of interest on any Loan or Fees thereonNote or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release any Vessel Mortgage (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or ), (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Guaranty; provided provided, further, that no such change, waiver, discharge or termination shall (x) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 12 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents such Agent or (z) without the consent of the Swingline BankSecurity Trustee, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Security Trustee.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (ii)(x)), (ii)(x) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, (y) or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of Required Banks Lenders (it being understood that, pursuant to Section 2.14 or with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any Holdings or the Borrower of any of its respective rights or and obligations under this Agreement or (vi) amend, modify or waive any Credit Documentprovision of Section 13.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche, provided that no such Lender shall be required to accept such offer) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the Agents consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (z6) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment or repayment as a result of the actions described below, alter the required application of any prepayments or repayments, as between the various Tranches, pursuant to Section 5.02(h) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment or repayment, so long as the application, as amongst the various Tranches, of any such prepayment or repayment which is still required to be made is not altered and (y) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (6)), (7) without the consent of the Swingline BankMajority Lenders of the respective Tranche affected thereby, alter its rights amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (8) without the written consent of the Majority Lenders with Revolving Loans and/or Revolving Commitments, amend, modify or obligations waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, or (9) reduce the amount of, or extend the date of, any Scheduled Repayment without the consent of the Majority Lenders holding Term Loans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) the Guarantors under the Guaranties (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loan Commitments on the Effective Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any Holdings or the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase or extend the Total Loan Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Loan Commitment shall not constitute an increase of the Loan Commitment of any BankLender, and that an increase in the available portion of the Loan Commitment of any Bank Lender shall not constitute an increase in of the Loan Commitment of such Bank) Lender), (y2) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents 12 or any other provision as same relates to the rights or obligations of the Agents Administrative Agent or (z3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the Swingline Bank, alter its rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any LoanFinal Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any Borrower the Borrowers of any of its respective their rights or and obligations under this Agreement or any Credit DocumentAgreement; provided provided, further, that no such change, waiver, discharge or termination shall (xw) increase the Total Commitment Revolving Loan Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any BankLender, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank Lender shall not constitute an increase in the Revolving Loan Commitment of such BankLender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the AgentsAgent and Co-Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agents Agent and Co-Agent or any other provision as the same relates to the rights or obligations of the Agents or Agent and Co-Agent and (z) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected modified in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of -129- interest or any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in the Commitment of such Bank) Lender), (y2) without the consent of the Agentseach Issuing Lender, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents Administrative Agent or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (z5) without the consent of the Swingline BankLender, alter its the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Incremental Term Loan Repayment, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Revolving Loans are included on the Effective Date), (8) in cases where any Tranche of Incremental Term Loans is being added to pursuant to Section 1.13, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.13(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and the Supermajority Lenders of the Tranche consisting of the Total Revolving Loan Commitment (and the extensions of credit pursuant thereto), amend or modify the provisions of Section 1.13(a)(ix) or (x).

Amendment or Waiver; etc. Neither (a) Except as expressly provided in Section 13.25(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity (or, in the case of any Commitment, final scheduled termination) of any Commitment, Loan, Note or extend the stated maturity of, or any reimbursement obligation with respect to, any Letter of Credit beyond the Maturity Date or extend the duration of any Interest Period beyond six months, or reduce the rate or amount or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal or face amount thereofthereof (except to the extent paid in cash), (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iii) reduce the percentage specified in the definition of “Required Banks Lenders” contained herein (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (iv) consent to the assignment or transfer by any Borrower of any of its respective rights or and obligations under this Agreement or any Credit Document(v) release the U.S. Borrower’s Guaranty; provided further, that no such change, waiver, discharge or termination shall (xs) amend Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, without the consent of each adversely affected Lender, (t) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (u) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender as a result of any of the foregoing shall not constitute an increase in the Commitment of such Bank) Lender), (yv) without the consent of the Agentseach Issuing Lender affected thereby, amend, modify or waive any provision of Section 11 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (x) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents Administrative Agent or any other provision as same relates to the rights or obligations of the Agents Administrative Agent, (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loan Commitments pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Swingline BankMajority Lenders of the respective Tranche affected thereby, alter its rights or obligations amend the definition of “Majority Lenders” contained herein (it being understood that, with respect the consent of the Required Lenders, additional extensions of credit pursuant to Swingline Loansthis Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such change, waiver, discharge or termination termination, in the case of this Agreement, is in writing signed by each the Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders and acknowledged by the Administrative Agent or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and/or the Collateral Agent, as applicable (with the consent of the Required Lenders) and the Credit Party or Credit Parties that are parties thereto (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower and Collateral may be released from, the Guaranty and the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required BanksLenders); provided, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause clauses (i) and (iv)), (i) extend the final scheduled maturity of any LoanTerm Loan or Note, or reduce the rate or extend the time of payment of scheduled amortization, interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Term Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guaranty provided by the Guarantors (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1212.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Term Loans on the Closing Date), (iiiiv) reduce the percentage “majority” voting threshold specified in the definition of “Required Banks Lenders” (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments and/or Term Loans are included on the Effective Closing Date) or ), (ivv) consent to the assignment or transfer by any Holdings or the Borrower of any of its respective rights or and obligations under this Agreement and (vi) amend, modify or waive any Credit Documentprovision of Sections 10.03 and 12.06 or consent to the subordination in right of payment of any Secured Obligations to any other Indebtedness; provided provided, further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y2) without the consent of (x) the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision of this Agreement or any other Credit Document as same relates to, or affects, the rights or obligations of the Administrative Agent or (y) the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision of this Agreement or any other Credit Document as same relates to, or affects, the rights or obligations of the Collateral Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Agents Collateral Agent, (4) [reserved] or (z5) directly or indirectly, extend the PIK Increase Date without the consent of Lenders holding at least two-thirds (2/3) in aggregate principal amount of the Swingline BankTerm Loans; provided, alter its further, that any amendment or modification to the Agent Fee Letter, or waiver of any rights or obligations privileges thereunder, shall only require the consent of the Borrower and the Agents party thereto. If, in connection with respect any proposed change, waiver, discharge or termination of or to Swingline Loansany of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate all Commitments of such Lender in accordance with Section 4.01(b); provided, that, unless the Term Loans which are repaid or Commitments which are terminated pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Term Loans or Commitments of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto and (z) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Canadian Parent may be released from, any Subsidiaries Guaranty and the Security Documents (in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released) in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly adversely affected in the case of following clause (i) and in the case of the following clause (v), to the extent that any such Lender would receive a payment or prepayment of Loans, a payment of obligations under Section 2.04(d) or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case as a result of any such amendment, modification or waiver referred to in the following clause (v))), (i) extend extend, waive or postpone the final scheduled maturity of any LoanLoan or Note or extend, waive or postpone the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend extend, waive or postpone the time of payment of interest or Fees thereonfees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the B Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of B Term Loans and Revolving Loan Commitments are included on the Effective Date), (v) amend, modify or waive any provision in this Agreement to the extent providing for payments or prepayments of Loans, payments of obligations under Section 2.04(d) or reductions in Commitments, in each case, to be applied pro rata among the Lenders of a given Tranche entitled to such payments or prepayments of Loans, payments of obligations under Section 2.04 or reductions in Commitments (ivit being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by Required Lenders and/or the Majority Lenders, as the case may be, shall not constitute an amendment, modification or waiver for purposes of this clause (v)), (vi) release the Canadian Parent from its obligations under the Canadian Parent Guaranty, or release Moore North America, Wallace or Finance Corp. from its Obligations uxxxx the U.S. Subsidixxxxx Xuaranty or (vii) consent to the assignment or transfer by any Borrower Credit Agreement Party of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional Obligations and Tranches may be included in the determination of the Majority Lenders on substantially the same basis as the Obligations and Tranches are included on the Effective Date), (2) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (3) without the consent of the Majority Lenders of the B Term Loans, reduce the amount of, or extend the date of, any B Term Loan Scheduled Repayment (it being understood that no such consent of the Majority Lenders of the B Term Loans shall be required in connection with any increase in the B Term Loan Scheduled Repayments), (4) increase the Total Commitment of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such Bank) Lender), (y5) without the consent of the Agentsrespective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (6) without the Agents consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders to fund Mandatory Borrowings), (7) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents or such Agent, (z) 8) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent and (9) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans, Swingline LoansLoans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments. In addition, in furtherance of clause (9) of the immediately preceding sentence, (i) any amendment or modification to, or waiver of, any of Sections 9.07, 9.08 or 9.09 (or any of the financial definitions contained therein) or (ii) any amendment or modification to, or waiver of, any provision of this Agreement or any other Credit Document at a time when any Default or Event of Default has occurred and is continuing (to the extent such amendment, waiver or modification would have the effect of eliminating any such Default or Event of Default), shall not be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 6A or 6B to the making of any Revolving Loan or any Swingline Loan, or any issuance of any Letter of Credit, as the case may be, have been satisfied, unless the Majority Lenders holding Revolving Loan Commitments shall have consented to such amendment, modification or waiver.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower (A) in the case of (x) any amendment, modification or waiver of Section 9.07 or any of the financial definitions used in determining compliance with Section 9.07 or (y) any waiver of any Revolver Event of Default, the Majority Lenders holding outstanding Revolving Obligations (or Revolving Loan Commitments in respect thereof) and (B) in the case of any other change, waiver, discharge or termination of any other term or provision of this Agreement or any other Credit Document, the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause clauses (i) and (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Credit Documents) from the Subsidiaries Guaranty, (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (vi) amend, modify or waive Section 13.06(a) in a manner that would alter the pro rata sharing of payments required thereby, or (ivvii) consent to the assignment or transfer by any Holdings or the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (x1) increase the Total Commitment Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any BankLender, and that an increase in the available portion of the any Commitment of any Bank Lender shall not constitute an increase in of the Commitment of such BankLender), (2) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, (x) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below in this sub-clause (x), alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of the AgentsMajority Lenders of each Tranche which is adversely affected by such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 11 as same applies 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the Agents consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (z6) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with of the Collateral Agent, or (7) without the consent of the Majority Lenders under the affected Tranche of Term Loans, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment in respect to Swingline of such Tranche of Term Loans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required BanksLenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)) and in the case of the following clause (vi), to the extent (in the case of the following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (vi)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Amortization Payment, or reduce the rate or extend the time of payment of fees or interest on any Loan or Fees thereonNote or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders or otherwise amend or modify the definition of Required Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Loans and Revolving Commitments are included on the Original Effective Date) or ), (ivv) consent to the assignment or transfer by the Borrower or any Borrower Subsidiary Guarantor of any of its respective rights or and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Revolving Commitments, in each case, to be 100 applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Revolving Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any Credit Documentmandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (vi)), or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same owns a Collateral Vessel (other than as provided in the Subsidiaries Guaranty); provided provided, further, that no such change, waiver, discharge or termination shall (xt) increase the Total Commitment Revolving Commitments of any Bank Lender over the amount thereof then in effect without the consent of such Bank Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Commitments shall not constitute an increase of the Revolving Commitment of any BankLender, and that an increase in the available portion of the any Revolving Commitment of any Bank Lender shall not constitute an increase in the Revolving Commitment of such Bank) Lender), (yu) without the consent of the Agentseach Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents such Agent or any other provision as same relates to the rights or obligations of the Agents or such Agent, (zv) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent or (w) without the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full, amend, modify or waive any provision set forth in Section 13.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12, (iiiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Initial Borrowing Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xt) increase the Total Revolving Loan Commitment of any Bank over the amount thereof then in effect without the written consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment any Revolving Loan Commitments shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of the any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank) ), (yu) without the written consent of the Agentsrespective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 11 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit or Acceptances, (v) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans, (w) without the consent of the Agent, amend, modify or waive any provision of Section 12 as same applies to the Agents Agent or any other provision as same relates to the rights or obligations of the Agents or Agent, (zx) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loansof the Collateral Agent, or (y) without the consent of the Supermajority Banks (1) amend, modify or waive any Scheduled Commitment Reduction or (2) reduce the percentage specified in the definition of Supermajority Banks.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Pledge Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the time of payment of interest interest, premium or Fees thereonthereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or remove the non-call period in Section 5.01, or waive any condition in Section 6, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Pledge Agreement or the Security Agreement, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.1213.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans on the Effective Date), (iiiiv) reduce the percentage specified in the definition of Required Banks Lenders (it being understood that, with the consent of the Required BanksLenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks Lenders on substantially the same basis as the extensions of Commitments Loans are included on the Effective Date) or (ivv) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall shall, (x) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) (y1) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents 12 or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (z2) without the consent of Collateral Agent, amend, modify or waive any provision relating to the Swingline Bank, alter its rights or obligations with respect to Swingline Loansof the Collateral Agent or (3) without the consent of each Backstop Party, amend, modify or waive any provision or clause of, or any condition set forth in, Section 6.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower the respective Credit Parties party thereto and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereofthereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) release the REIT from its obligations under the Parent Guaranty, (iv) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iiiv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments Loans are included on the Effective Date) or (ivvi) consent to the assignment or transfer by any the Borrower of any of its respective rights or and obligations under this Agreement or any Credit DocumentAgreement; provided further, that no such change, waiver, discharge or termination shall (xA) increase the Total Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) ), (yB) without the consent of the AgentsAdministrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Agents or any other provision as same relates to the rights or obligations of the Agents or Administrative Agent, (zD) without the consent of the Swingline BankCollateral Agent, alter its amend, modify or waive any provision relating to the rights or obligations with respect of the Collateral Agent or (E) without the consent of the Supermajority Banks, (i) amend or modify the definition of Supermajority Banks, (ii) amend or modify any provision of the Agreement which would permit the REIT or any of its Subsidiaries to Swingline Loanspay additional Dividends to, or make additional Investments in or to, any of its other Subsidiaries, (iii) release any Subsidiary Guarantor from its obligations under the Subsidiaries Guaranty (in each case, except as expressly provided in the Credit Documents) or (iv) release any Borrowing Base Property from the Liens created by the respective Mortgage (except as expressly provided in the Credit Documents).