Common use of Amendments; Consents Clause in Contracts

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “"Requisite Lenders” " or “"Maturity Date”"; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Borrower or any other Party party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or signed by the Administrative Agent with at the written approval direction of the Requisite Lenders Majority Banks) (and, in the case of any amendmentamendments, modification modifications or supplement supplements of or to any Loan Document to which a Borrower is a Partyparty, signed by the approval in writing of such Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend increase any Bank’s Pro Rata Share of the Commitment (other than expressly set forth in the definition of “Pro Rata Share”) extend scheduled payment dates of any Loan or modify Note beyond the principal ofMaturity Date, or the amount of principal, principal prepayments or reduce the rate of interest payable on(other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 3.9) or fees in respect of the Commitment, any Notethe Loans or the Letters of Credit, or extend the time of payment of principal, reimbursement obligations under Letters of Credit, interest or fees, or reduce the principal amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan DocumentsObligations; (b) To postpone any date fixed for any payment amend or modify the provisions of principal of, prepayment the definitions of principal of or any installment of interest on, any Note or any installment of any fee“Maturity Date” (except to the extent permitted by Section 2.9), or to extend the term “Majority Banks” or of the Revolving Facilitythis Section; (c) To amend release the provisions of the definition of “Requisite Lenders” or “Maturity Date”;Company as guarantor; or (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend modify any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. In addition, no amendment, modification, supplement, termination, 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 duties of the Administrative Agent acting in such capacity under this Agreement or any Note. No amendment, modification, supplement, termination, waiver or consent shall, unless in writing and signed by each Issuing Bank, affect any provisions hereof relating to the Letters of Credit. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks, the Issuing Banks, the Administrative Agent and each Borrower. Copies of all amendments, modifications, supplements, terminations, waivers and consents shall be distributed to the Administrative Agent, each Bank, each Issuing Bank and each Borrower.

Amendments; Consents. No Except for actions expressly permitted to be taken by Agent, no amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Anything herein to the contrary notwithstanding, without unanimous consent of the approval Lenders shall be required with respect to (a) any increase in writing the Commitment hereunder, (b) the extension of maturity of the Loans, the scheduled payment date of principal or interest thereunder (other than with respect to a mandatory prepayment under Section 2.7), or the payment of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of application of any payments made by Borrowers or any Credit Party to the Lenders hereunder, (d) any change in Section 2.3(b) hereof, the percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) except as provided in Section 10.14 hereof, the release of any Guarantor of Payment or all or substantially all of the Collateral, (f) any amendment to this Section 11.3 or Section 9.5 hereof, (g) any amendment to the definition of Revolving Credit Commitment or any defined term used therein, or (h) any amendment to this Agreement that would cause a Lender to be obligated to make Revolving Loans in excess of its share of the Revolving Credit Commitment. Notice of amendments or consents ratified by the Lenders hereunder shall promptly be forwarded by Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. For purposes of this Section 11.3, with respect to any Lender which makes a non-pro rata assignment as contemplated by Section 11.10(b)(ii) hereof, any Approved Fund of such Lender or any Affiliate of such Lender that becomes bound by this Agreement by virtue of such a non-pro rata assignment shall, by becoming so bound, be deemed to have irrevocably appointed such Lender as such Person’s agent for purposes of signing any amendment, modification or termination of, or any waiver or consent under or in connection with this Agreement or any other Related Writing, and such Person shall have no right individually to approve any such amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any consent. Each such Lender, or any other fee or amount payable by becoming bound by this Agreement, shall be deemed to any have irrevocably accepted its appointment as agent for such purposes, and each Lender (agrees to exercise all powers of such Lender in its capacity as agent of such Person in a Lender) manner that is consistent with the manner in which such Lender exercises its individual rights under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agentother Related Writings.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the approval in writing prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all the Lenders, no Banks. Each Bank or other holder of a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires modification requiring the consent or approval of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agentof such Defaulting Bank.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Credit Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower such Credit Party is a Partyparty, signed by Borrower, such Credit Party and, in the case of any amendment, modification or supplement to Article 10affecting the rights and duties of the Administrative Agent, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenderseach Lender affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify decrease the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or to increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender such Lender, or to decrease the amount of any commitment fee Facility Fee payable to any such Lender, or any other fee or amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower any Credit Party to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan DocumentsFacility Fee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment of any feeFacility Fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “Requisite Lenders,” Article IV or “Maturity Date”this Article; (d) To amend or waive Article 8 or this Section 11.2release the Company from its Obligations under the Guaranty, to release any Foreign Borrower from its obligations under any Foreign Borrower Joinder Agreement in respect of outstanding Foreign Currency Loans; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Anything herein to the contrary notwithstanding, without unanimous consent of the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may Banks shall be effective: required with respect to (a) To amend any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or modify the principal ofthereunder, or the amount payment of principalcommitment or other fees or amounts payable hereunder, principal prepayments or (c) any reduction in the rate of interest payable onon the Notes, or in any amount of principal or interest due on any Note, or the amount payment of commitment or other fees hereunder or any change in the Revolving Facilitymanner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderRequired Banks definition in this Agreement, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend the release of any provision Guarantor of Payment except for the release of a Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement that expressly requires Agreement, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. In addition, Section 10.12 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.12 hereof, affected thereby. Notice of amendments or approval consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of all the Lenders. Any a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent pursuant obtained as authorized by this Section, regardless of its failure to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agentagree thereto.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendmentamendments, modification modifications or supplement supplements of or to any Loan Document to which any Borrower is a Party, signed by the approval in writing of such Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or to waive an Event allow any material release of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan DocumentsCollateral; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Note, or the facility fee, or any installment of any commitment fee, or any reimbursement obligation due under any Standby Letter of Credit, or to extend the term of the Revolving FacilityCommitment; (c) To amend or modify the provisions of (1) the definition definitions of “"Commitment", "Maximum Standby Letter of Credit Amount", "Maximum Loan Amount", Requisite Lenders” Banks or “Maturity Date”; "Total Outstanding"; (d2) To amend or waive Article Articles 8 or 9; or (3) this Section 11.211.3; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination amendment or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Required Banks and Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, and without the approval in writing of all of the Lendersaffected Banks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To to amend or modify the principal of, or the amount of principal, principal or principal prepayments or payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderBank without the consent of that Bank, or to reduce or waive any interest or other fee or amount payable to any Lender (in its capacity as a Lender) under Bank without the Loan Documents or to waive an Event consent of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsthat Bank; (b) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Obligation owing to a Bank or any installment of any feefee owing to a Bank, or to extend the term of the Revolving FacilityCommitment without the consent of that Bank; (c) To to amend or modify the provisions of the definition definitions in Section 1.1 of “Requisite LendersRequired Banks” or “Maturity Date”of Sections 11.2, 11.9, 11.10, or 11.11, or any provision providing for the ratable or pro rata treatment of the Banks without the consent of each Bank; (d) To amend or waive Article 8 or this release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided in Section 11.210.11); or (e) To to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the LendersBanks without the consent of each Bank. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent. Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer. In addition, no amendment, modification, termination or waiver of any provision (i) of Section 2.5 shall be effective without the written concurrence of Administrative Agent and, with respect to the purchase of participations in Letters of Credit, without the written concurrence of applicable Issuing Banks that have issued an outstanding Letter of Credit or has not been reimbursed for a payment under a Letter of Credit, (ii) of Article X or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, Borrower may replace such non-consenting Bank (each a “Non-Consenting Bank”) in accordance with Section 11.27; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph). Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Bank, to the fullest extent permitted by applicable Law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any such amendment or waiver (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase the Exposure or extend the term of the Commitment of such Defaulting Bank, postpone the date fixed for the payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal amount of any Obligation owing to such Defaulting Bank, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Bank or of any fee payable to such Defaulting Bank hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing provision to the contrary, without the approval in writing consent of all the Lendersholders of eighty-one percent (81%) of the amount of the Commitment, no amendmentor, modificationif there is borrowing hereunder, supplementthe holders of eighty one percent (81%) of the amount of the Notes, terminationshall be required with respect to Section 5.7 hereof. Furthermore, waiver or anything herein to the contrary notwithstanding, unanimous consent may of the Banks shall be effective: required with respect to (a) To amend or modify any increase in the principal ofCommitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the amount payment of principalcommitment or other fees or amounts payable hereunder, principal prepayments or (c) any reduction in the rate of interest payable onon the Notes, or in any amount of principal or interest due on any Note, or the amount payment of commitment or other fees or amounts payable hereunder or any change in the Revolving Facilitymanner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Pro Rata Share Majority Banks definition in this Agreement, (e) the release of any Lender or the amount Guarantor of Payment, any commitment fee payable to any Lender, collateral or any other fee security for the Debt (if any), or amount payable (f) any amendment to any Lender (in its capacity as a Lender) under this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Loan Documents or to waive an Event of Default consisting of the failure of Banks hereunder shall immediately be forwarded by Borrower to pay when due principal, interest all Banks. Each Bank or other holder of a Note shall be bound by any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant obtained as authorized by this Section, regardless of its failure to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agentagree thereto.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event therefrom shall be effective unless in writing signed by the each Loan Party party thereto and Required Lenders and acknowledged by Administrative Agent (or signed by Administrative Agent with the prior written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative AgentRequired Lenders), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing sentence, without the approval in writing of all the Lenderseach Co-Borrower, Administrative Agent and each Lender affected thereby, no amendment, modification, supplement, termination, waiver waiver, approval, or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principal, principal prepayments or of any Outstanding Revolving Obligations owed to such Lender; (b) Reduce the rate of interest payable on, on any Note, or the amount of the Outstanding Revolving Facility, or the Pro Rata Share of any Obligations owed to such Lender or the amount or rate of any commitment fee payable to any Lender, or any other fee or other amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents Documents, except that Required Lenders may waive or to waive defer the imposition of the Default Rate; (c) Waive an Event of Default consisting of the failure of a Co-Borrower to pay when due principal, interest interest, any commitment or any utilization fee, or any other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to such Lender under the Loan Documents; (bd) To postpone Postpone any date fixed scheduled for any the payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment Letter of Credit reimbursement obligation or for the payment of any feecommitment or utilization fee or for the payment of any other amount, in each case payable to such Lender under the Loan Documents, or to extend the term of, or increase the amount of, such Lender’s Revolving Commitment (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the consent of Required Lenders) or modify such Lender’s share of the Revolving FacilityCommitments (except as contemplated hereby); (ce) To amend the provisions of Amend or waive the definition of “Requisite Required Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or the provisions of this Section 11.210.01 or Section 10.06; or (ef) To amend Amend or waive any provision of this Agreement that expressly requires the consent or approval of such Lender; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Issuing Lender in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of such Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of Administrative Agent, (iii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto; (iv) any amendment, waiver, or consent to a Letter of Credit Application which is not inconsistent with Section 2.03 shall require only the written approval of the relevant Co-Borrower, Administrative Agent and the applicable Issuing Lender; and (v) without the written consent of all Lenders, no amendment, waiver or consent shall release (x) all or substantially all of Guarantors from their obligations under the LendersGuarantee Agreement or (y) Borrower from its obligations under the Guarantee Agreement. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party Obligor therefrom, may in any event be effective unless in writing signed or approved in writing by the Requisite Lenders or by the Administrative Agent with the written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to (i) Article 10, signed by the Administrative Agent, and (ii) to any Loan Document, signed by the Obligors party thereto), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersLenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal or principal prepayments or the rate of interest payable on, on any Note, or to increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender without the consent of that Lender, (b) Without the consent of the affected Lenders, to decrease the rate of interest or amount of any fee payable to any Lender, or to decrease the amount of any unused commitment fee payable to any Lender, or to decrease any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (bc) To postpone any date (including the Maturity Date) fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any unused commitment fee, or to extend the term of the Revolving FacilityCommitment, or to release the Subsidiary Guaranty; (cd) To release any portion of the Collateral having an aggregate value in excess of $100,000 (EXCEPT in connection with the permitted sale or other disposition thereof or as expressly provided in any Loan Document); (e) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 "REQUISITE LENDERS", Section 8.2 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Parent, Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Parent or any Borrower is a Partyparty, signed by Borrower, Parent and that Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; andprovided, however, that without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the forgive any principal ofObligation, or defer any required payment of any Obligation, reduce the amount of principal, principal prepayments or the rate of interest payable onon any Loan or Advance without the consent of the affected Lender, any Note, or increase the amount of the Revolving Facility, Commitments (except as set forth in Section 2.6) or increase the Pro Rata Share Applicable Percentage of any Lender or decrease the amount of any commitment letter of credit fee or facility fee payable to any LenderLender (other than as a result of exercising rights under Section 11.14), or reduce any other fee or amount payable to any Lender (in its capacity as a Lender) the Creditors under the Loan Documents without the consent of each affected Creditor or to waive an Event of Default consisting of the failure of any Borrower to pay when due principal, interest or any fee, facility fee or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Committed Advance Note or any installment of any facility fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”this Section 11.2 or to amend or waive Section 6.2; (d) To amend release or waive Article 8 or this Section 11.2; orsubordinate the Parent Guaranty; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders; (f) To waive the condition precedent 8.1(h). Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Creditors. If, in connection with any proposed amendment, modification, supplement, termination, waiver or consent to any of the provisions hereof as contemplated by clauses (a) through (d), inclusive, of this Section 11.2, the consent of the Requisite Lenders is obtained, but the consent of one or more of the other Lenders is required and is not obtained, then the Administrative AgentBorrowers shall have the right to replace such non-consenting Lender with one or more Eligible Assignees in accordance with Section 11.14(b) if such Eligible Assignee consents to the proposed amendment, modification, supplement, termination, waiver or consent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving FacilityCommitment of any Lender) or modify the Pro Rata Share of any Lender; (c) To amend the definition of "Requisite Lenders" or the provisions of the definition of “Requisite Lenders” Section 4, Section 9, this Section 10.01 or “Maturity Date”;Section 10.06; or --------- --------- ------------- ------------- (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all Lenders; provided, however, that (i) no amendment, -------- ------- waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Administrative Agent, and (iii) the fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval in writing of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Lenders, and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify change the principal amount of, or the amount of principal, or principal prepayments or the rate of interest payable on, any Note, or to change the amount of the Revolving Facility, Commitments or the Pro Rata Share Shares of any Lender Lender, except as contemplated by Section 2.7, or to reduce the rate of interest or the amount of any commitment fee payable to any Lender without the approval of that Lender, or to change any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents without the approval of the affected Lender, or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend any Term Reduction Date or the term of the Revolving FacilityCommitments in each case without the consent of the affected Lenders; (c) To amend amend, modify or waive the provisions of the definition definitions of “Available Cash Flow” or “Requisite Lenders” or “Maturity Date”amend or modify Section 7.1(b)(iv), Article 9, Sections 11.1(o), 11.1(r), 11.1(t), and 11.1(u) this Section, or Sections 13.18, 13.24, 13.26 or 13.27; (d) To amend or waive Article 8 modify any provision of this Agreement in a manner which materially and adversely affects the Administrative Agent or this Section 11.2; orthe Issuing Lender without their written consent; (e) To release any material portion of the Collateral (except as expressly provided in any Loan Document); or (f) To amend or modify any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 13.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or of the Notes or of the Guaranty, nor any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with Required Banks, the written approval Super Majority Banks or all of the Requisite Lenders (andBanks, in the case of any amendmentas appropriate, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)under this Section 13.02, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Unanimous consent of the Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes), shall be required with respect to (a) an increase in any Commitment, an increase in the Maximum Swing Line Amount, the extension of maturity of the Notes (other than the Swing Line Notes) or the payment date of interest thereunder, (b) any reduction in the rate of interest on the Notes (other than the Swing Line Notes), or in any amount of principal or interest due on any Note (other than the Swing Line Notes) or in the amount of fees or other amounts due to the Banks (or any of them) hereunder or under the Related Writings or any change in the manner of Pro rata application of any payment made by the Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (c) any change in any percentage voting requirements in this Agreement, (d) the release of all of the value of the Guaranty, or any material amendment or modification thereto, or any other guarantee in favor of the Banks, provided, that only the consent of the Required Banks will be required to increase the outstanding and unredeemed principal amount of Indebtedness that may be incurred by the Parent under the Indenture and to modify the provisions of, and definitions in the Guaranty related thereto, (e) any amendment to the definitions of Required Banks, Super Majority Banks or Reference Banks set forth herein or to this Section 13.02, or (f) any material amendment to any representation, warranty, covenant, Possible Default, Event of Default or remedy provided herein or under any Related Writing. The consent of the holders of eighty percent (80%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes) (the “Super Majority Banks”) shall be required for any amendments, modifications or other changes to Section 8.13 hereof or Section 9.14 of the Guaranty. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by the Agent to all Banks, provided, that, notwithstanding anything contained herein to the contrary, the Agent and the Swing Line Lenders shall have the right to decrease the interest rate on the Swing Loans, extend the maturity of payments on the Swing Loans for ten (10) days beyond the applicable Swing Loan Maturity Date and decrease the amount of payments on the Swing Loans, without the approval consent of any other Banks, other than the other Swing Line Lender and any Bank that has purchased a participation in writing such Swing Loans pursuant to Section 2.07(c) hereof. Each Swing Line Lender must consent to any increase in the Maximum Swing Line Amount. Each Bank or other holder of all the Lenders, no a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal ofobtained as authorized by this Section 13.02, or the amount regardless of principalits failure to agree thereto. By its signature hereto, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant each Bank consents to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the terms and provisions of the definition Amended and Restated Guaranty, dated as of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally todate hereof, and shall be binding uponissued by the Parent to the Banks, all the Lenders Agents, and the Administrative AgentCo-Documentation Agents.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Borrower and the Required Lenders and acknowledged by the Administrative Agent (or signed by the Administrative Agent with the prior written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative AgentRequired Lenders), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing sentence, without the approval in writing of all the LendersBorrower, the Administrative Agent and each Lender directly and adversely affected thereby, no amendment, modification, supplement, termination, waiver waiver, approval, or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principal, principal prepayments of any Outstanding Obligations or Competitive Loans owed to such Lender; (b) Reduce the rate of interest payable on, on any Note, Outstanding Obligations or the amount of the Revolving Facility, or the Pro Rata Share of any Competitive Loans owed to such Lender or the amount or rate of any commitment fee payable to any Lender, or any other fee or other amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents Documents, except that the Required Lenders may waive or to waive defer the imposition of the Default Rate; (c) Waive an Event of Default consisting of the failure of the Borrower to pay when due principal, interest or interest, any ticking fee, commitment fee, or any other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to such Lender under the Loan Documents; (bd) To postpone Postpone any date fixed scheduled for any the payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment Letter of Credit reimbursement obligation or for the payment of any feefee or for the payment of any other amount, in each case payable to such Lender under the Loan Documents, or to extend the term of, or increase the amount of, any of such Lender’s Commitments (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the consent of the Revolving FacilityRequired Lenders) or modify such Lender’s share of any of the Commitments (except as contemplated hereby); (ce) To amend the provisions of Amend or waive the definition of “Requisite Required Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or the provisions of this Section 11.210.01 or Section 10.06 (and, for the avoidance of doubt, all of the Lenders will be deemed to be directly and adversely affected by any amendment or waiver contemplated by this subsection (e)); or (ef) To amend Amend or waive any provision of this Agreement that expressly requires the consent or approval of all such Lender; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Lendersaffected Issuing Lender in addition to the Required Lenders or each affected Lender, as the case may be, affect the rights or duties of such Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or each affected Lender, as the case may be, affect the rights or duties of the Administrative Agent, (iii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto and (iv) any amendment, waiver, or consent to a Letter of Credit Application which is not inconsistent with Section 2.06 shall require only the written approval of the Borrower, the Administrative Agent and the applicable Issuing Lender. In the event that any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders directly and adversely affected thereby, so long as the consent of the Required Lenders has been obtained, the Borrower shall be permitted to remove and replace such Lender in accordance with Section 10.22. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Borrower and Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing sentence, without the approval in writing of all the LendersBorrower, Administrative Agent and each Lender affected thereby, no amendment, modification, supplement, termination, waiver waiver, approval, or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principal, principal prepayments or of any Outstanding Obligations owed to such Lender; (b) Reduce the rate of interest payable on, on any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Outstanding Obligations owed to such Lender or the amount or rate of any commitment fee payable to any Lender, or any other fee or other amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents Documents, except that Required Lenders may waive or to waive defer the imposition of the Default Rate; (c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest interest, any facility or any utilization fee, or any other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to such Lender under the Loan Documents; (bd) To postpone Postpone any date fixed scheduled for any the payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment for the payment of any feefacility or utilization fee or for the payment of any other amount, in each case payable to such Lender under the Loan Documents, or to extend the term of, or increase the amount of, such Lender's Commitment (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the Revolving Facilityconsent of Required Lenders) or modify the Pro Rata Share of such Lender (except as contemplated hereby); (ce) To amend Amend or waive the definition of "Required Lenders" or the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.210.01 or 10.06; or (ef) To amend Amend or waive any provision of this Agreement that expressly requires the consent or approval of all such Lender; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as the Lenderscase may be, affect the rights or duties of Administrative Agent, and (ii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extensiontermination, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunderAgreement, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Majority Banks, and then only in the specific instance and for the specific purpose given; and, and without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver waiver, or consent may be effective: (a) To amend or modify to reduce the principal of, or the amount of principal, principal prepayments prepayments, or the rate of interest payable on, any Note, Obligation or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or increase the amount of any commitment Commitment (except as provided in Section 2.12) or decrease the amount of any fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan DocumentsBank; (b) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Obligation or any installment of any fee, fee or to extend the term of the Revolving Facilityany Commitment (except as provided in Section 2.11); (c) To to amend or modify the provisions of (i) the definition definitions of “Requisite LendersCommitment” or “Maturity Date”;Majority Banks” in Section 1.01, or (ii) Sections 2.11, 2.12, 10.02, 10.09, 10.11 or Section 8; or (d) To to amend or waive Article 8 or this Section 11.2; or (e) To amend modify any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 10.02 shall apply equally to, to and shall be binding upon, all of the Lenders and the Administrative AgentBanks.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify decrease the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, any Loan, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) the Creditors under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest principal or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsinterest; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitment (except as set forth in Section 2.9); (c) When any Default or Event of Default exists, to release any Significant Subsidiary from its obligations under the Subsidiary Guaranty, or to release the Subsidiary Guaranty in its entirety, except in connection with a Disposition of the related Significant Subsidiary which is made in compliance with the terms of this Agreement; (d) To amend the provisions of the definition of “"Requisite Lenders” ", or “Maturity Date”; (d) To to amend or waive Article 8 Sections 6.4, 8.1 or this Section 11.2Section; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event therefrom shall be effective unless in writing signed by the each Loan Party party thereto and Required Lenders and acknowledged by Administrative Agent (or signed by Administrative Agent with the prior written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative AgentRequired Lenders), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing sentence, without the approval in writing of all the LendersBorrower, Administrative Agent and each Lender directly and adversely affected thereby, no amendment, modification, supplement, termination, waiver waiver, approval, or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principal, principal prepayments of any Outstanding Revolving Obligations or Competitive Loans owed to such Lender; (b) Reduce the rate of interest payable on, on any Note, Outstanding Revolving Obligations or the amount of the Revolving Facility, or the Pro Rata Share of any Competitive Loans owed to such Lender or the amount or rate of any commitment fee payable to any Lender, or any other fee or other amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents Documents, except that Required Lenders may waive or to waive defer the imposition of the Default Rate; (c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or interest, any commitment fee, or any other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to such Lender under the Loan Documents; (bd) To postpone Postpone any date fixed scheduled for any the payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment Letter of Credit reimbursement obligation or for the payment of any feecommitment fee or for the payment of any other amount, in each case payable to such Lender under the Loan Documents, or to extend the term of, or increase the amount of, such Lender’s Revolving Commitment (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the consent of Required Lenders) or modify such Lender’s share of the Revolving FacilityCommitments (except as contemplated hereby); (ce) To amend the provisions of Amend or waive the definition of “Requisite Required Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or the provisions of this Section 11.210.01 or Section 10.06; or (ef) To amend Amend or waive any provision of this Agreement that expressly requires the consent or approval of such Lender; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Issuing Lender in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of such Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of Administrative Agent, (iii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto, (iv) any amendment, waiver, or consent to a Letter of Credit Application which is not inconsistent with Section 2.03 shall require only the written approval of Borrower, Administrative Agent and the applicable Issuing Lender, (v) except as otherwise contemplated hereunder, without the written consent of all Lenders, no amendment, waiver or consent shall release all or substantially all of Guarantors from their obligations under the Guarantee Agreement and (vi) without the written consent of all Lenders, no amendment, waiver or consent shall add an Alternative Currency or change the currency of any Loan or other amount outstanding hereunder. In the event that any Lender does not consent to any proposed amendment, supplement, modification (including the addition of an Alternative Currency), consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders directly and adversely affected thereby, so long as the consent of Required Lenders has been obtained, Borrower shall be permitted to remove or replace such Lender in accordance with Section 10.21. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. For the avoidance of doubt, the Letter of Credit Commitment of any Issuing Lender may be amended with the consent of Borrower and such Issuing Lender without the need to obtain the consent of the other Lenders.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Documentof the Notes, no approval or consent thereunder, and no nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Majority Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given); andprovided, without however, that the approval in writing consent of all the Lenders, no each Lender affected directly thereby shall be required with respect to any amendment, modification, supplement, termination, or waiver or consent may be effectivewhich would effect: (ai) To amend the extension of maturity of any Loan or modify the principal ofNote of such Lender, or of the amount payment date of principalinterest, principal prepayments and/or fees thereunder or hereunder, or (ii) any reduction in the rate of interest payable on, on any Note, Loan or the amount Note of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any such Lender, or in any other fee amount of principal or interest due on any Loan or Note of such Lender or in the rate or amount of fees payable to any such Lender (in its capacity as a Lender) under pursuant to Section 3.4; provided that the Loan Documents waiver of interest or to waive Risk Participation Fees at the Increased Rate during an Event of Default consisting of the failure of Borrower shall not be construed to pay when due principalbe an amendment, interest modification or any fee, or to provide for additional extensions of credit to Borrower waiver covered by the Lenders pursuant to the Loan Documents; this clause (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2ii); or (eiii) To amend any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or (iv) any change in any percentage voting requirement in this Agreement, or (v) any increase in the dollar amount or percentage of such Lender’s Commitment without such Lender’s written consent, or (vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or (vii) any release of any portion of collateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the Loan Documents, or (viii) any change in any provision of this Agreement that expressly which requires all of the consent Lenders to take any action under such provision or approval (ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 15.1 itself. By way of clarification and not limitation, all of the Lenders shall be deemed to be affected directly by the matters described in each of clauses (iii), (iv), (vii), (viii) and (ix), above. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders. Any Each Lender or other holder of a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 11.2 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) no such waiver, amendment or modification shall apply equally toamend, modify or otherwise affect the rights or duties of any of the Agent or the Letter of Credit Issuer without its prior written consent; and shall (iii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or release can be binding upon, effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Lenders and the Administrative AgentBorrowers to be made pursuant to this paragraph).

Amendments; Consents. No Except for actions expressly permitted to be taken by Agent, no amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Anything herein to the contrary notwithstanding, without unanimous consent of the approval Lenders shall be required with respect to (a) except in writing connection with an increase of the Revolving Credit Commitment pursuant to Section 2.5(b), any increase in the Commitment hereunder, (b) the extension of maturity of the Loans, the scheduled payment date of principal or interest thereunder (other than with respect to a mandatory prepayment under Section 2.7), or the payment of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of application of any payments made by Borrowers or any Credit Party to the Lenders hereunder, (d) any change in Section 2.3(b) hereof, the percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) except as provided in Section 10.14 hereof, the release of any Guarantor of Payment or all or substantially all of the Collateral, (f) any amendment to this Section 11.3 or Section 9.5 hereof, (g) any amendment to the definition of Revolving Credit Commitment or any defined term used therein, or (h) any amendment to this Agreement that would cause a Lender to be obligated to make Revolving Loans in excess of its share of the Revolving Credit Commitment. Notice of amendments or consents ratified by the Lenders hereunder shall promptly be forwarded by Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. For purposes of this Section 11.3, with respect to any Lender which makes a non-pro rata assignment as contemplated by Section 11.10(b)(ii) hereof, any Approved Fund of such Lender or any Affiliate of such Lender that becomes bound by this Agreement by virtue of such a non-pro rata assignment shall, by becoming so bound, be deemed to have irrevocably appointed such Lender as such Person’s agent for purposes of signing any amendment, modification or termination of, or any waiver or consent under or in connection with this Agreement or any other Related Writing, and such Person shall have no right individually to approve any such amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any consent. Each such Lender, or any other fee or amount payable by becoming bound by this Agreement, shall be deemed to any have irrevocably accepted its appointment as agent for such purposes, and each Lender (agrees to exercise all powers of such Lender in its capacity as agent of such Person in a Lender) manner that is consistent with the manner in which such Lender exercises its individual rights under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agentother Related Writings.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Anything herein to the contrary notwithstanding, without unanimous consent of the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may Banks shall be effective: required with respect to (a) To amend any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or modify the principal ofthereunder, or the amount payment of principalcommitment or other fees or amounts payable hereunder, principal prepayments or (c) any reduction in the rate of interest payable onon the Notes, or in any amount of principal or interest due on any Note, or the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder (provided that this clause (c) shall not apply to any waiver of the Revolving Facilityapplication of the Default Rate), (d) any change in any percentage voting requirement, voting rights, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderRequired Banks definition in this Agreement, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend the release of any provision Guarantor of Payment except for the release of a Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. No such amendments shall, other than in connection with any “debtor-in-possession” financing, subordinate the Obligations in right of payment to any other Indebtedness, in each case, except (x) as contemplated or permitted by this Agreement or the other Loan Documents as in effect on the Effective Date or (y) if such Indebtedness is offered ratably to all Lenders, in each case, without the written consent of each Lender directly and adversely affected thereby; provided further that expressly requires no such agreement shall adversely modify or otherwise adversely affect the rights or obligations of Agent or the Fronting Bank without the prior written consent of Agent or approval such Fronting Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all the LendersBanks. Any Each Bank or other holder of a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent pursuant to obtained as authorized by this Section 11.2 shall apply equally to10.3, and shall be binding upon, all the Lenders and the Administrative Agentregardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Requisite Lenders” ", "Amortization Date", "Amortization Amount", or “"Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2"; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Parent, Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Parent or any Borrower is a Partyparty, signed by Borrower, Parent and that Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the forgive any principal ofObligation, or defer any required payment of any Obligation, reduce the amount of principal, principal prepayments or the rate of interest payable onon any Loan or Advance without the consent of the affected Lender, any Note, or increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or decrease the amount of any commitment facility fee payable to any Lender, or reduce any other fee or amount payable to any Lender (in its capacity as a Lender) the Creditors under the Loan Documents or to waive an Event of Default consisting of the failure of any Borrower to pay when due principal, interest or any facility fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any facility fee, or to extend the term of the Revolving FacilityCommitment (except as set forth in Section 2.8); (c) To amend the provisions of the definition of “"Requisite Lenders” " or “Maturity Date”this Section 11.2 or to amend or waive Section 6.2; (d) To amend to release or waive Article 8 or this Section 11.2subordinate the Parent Guaranty; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Creditors. If, in connection with any proposed amendment, modification, supplement, termination, waiver or consent to any of the provisions hereof as contemplated by clauses (a) through (d), inclusive, of this Section 11.2, the consent of the Required Lenders is obtained, but the consent of one or more of the other Lenders is required and is not obtained, then the Administrative AgentBorrowers shall have the right to (i) replace such non-consenting Lender with one or more Eligible Assignees in accordance with Section 11.14(a) if such Eligible Assignee consents to the proposed amendment, modification, supplement, termination, waiver or consent, or (ii) reduce the Commitment in accordance with Section 11.14(b) or any combination of the foregoing, provided that each such non-consenting Lender shall be either replaced as set forth in clause (i) or eliminated as set forth in clause (ii).

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the and Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender’s Commitments (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in any Commitment of any Lender) or modify the Revolving FacilityPro Rata Share of any Lender; (c) To amend the provisions of the definition of “Requisite Lenders” ”, Sections 4 or “Maturity Date”9 or this Section 11.01; (d) To amend release the any guarantor from its obligations under any Guaranty, provided that (i) in connection with any permitted Disposition of any Subsidiary of the Borrower or waive Article 8 of Holdings, that Subsidiary shall be concurrently released from the Guaranty, and (ii) in connection with any Qualified Santee Sale, Santee shall be concurrently released from the Guaranty (and, in each case, the Administrative Agent shall be entitled to deliver any confirmations reasonably requested by Holdings, the Borrower or this Section 11.2; orsuch Subsidiary in connection therewith); (e) To amend any provision of this Agreement that expressly requires the consent or approval of all Lenders. provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to the Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender under any Loan Document relating to Letters of Credit and (ii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or of the Notes or of the Guaranty, nor any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with Required Banks, the written approval Super Majority Banks or all of the Requisite Lenders (andBanks, in the case of any amendmentas appropriate, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)under this Section 13.02, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Unanimous consent of the Banks, without or, if there is any borrowing hereunder, the approval in writing holders of all one hundred percent (100%) (by outstanding principal amount) of the LendersNotes (excluding the Swing Line Notes), no amendment, modification, supplement, termination, waiver or consent may shall be effective: required with respect to (a) To amend or modify an increase in any Commitment, an increase in the principal ofMaximum Swing Line Amount, the extension of maturity of the Notes (other than the Swing Line Notes) or the amount payment date of principalinterest thereunder, principal prepayments or (b) any reduction in the rate of interest payable on, any Noteon the Notes (other than the Swing Line Notes), or in any amount of principal or interest due on any Note (other than the Swing Line Notes) or in the amount of fees or other amounts due to the Revolving FacilityBanks (or any of them) hereunder or under the Related Writings or any change in the manner of Pro rata application of any payment made by the Borrower to the Banks hereunder, or any change in amortization schedules, or in the Pro Rata Share manner of calculating fees or prepayment penalties, (c) any Lender change in any percentage voting requirements in this Agreement, (d) the release of all of the value of the Guaranty, or the amount of any commitment fee payable to any Lendermaterial amendment or modification thereto, or any other fee guarantee in favor of the Banks, provided, that only the consent of the Required Banks will be required to increase the outstanding and unredeemed principal amount of Indebtedness that may be incurred by the Parent under the Indenture and to modify the provisions of, and definitions in the Guaranty related thereto, (e) any amendment to the definitions of Required Banks, Super Majority Banks or amount payable Reference Banks set forth herein or to this Section 13.02, or (f) any material amendment to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an representation, warranty, covenant, Possible Default, Event of Default consisting or remedy provided herein or under any Related Writing. The consent of the failure holders of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions eighty percent (80%) (by outstanding principal amount) of credit to Borrower by the Lenders pursuant to Notes (excluding the Loan Documents; Swing Line Notes) (bthe “Super Majority Banks”) To postpone any date fixed shall be required for any payment of principal ofamendments, prepayment of principal of modifications or any installment of interest on, any Note other changes to Section 8.13 or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.9.14

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Loan Party is a Partyparty, signed by Borrowereach such party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Commitment, the Aggregate Term Commitment or the Pro Rata Share Percentage of any Lender (except with respect to increases in the Aggregate Commitment up to $1,000,000,000, and the related possible establishment of the Term Facility, as specifically provided for herein) or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments (other than pursuant to Section 2.10); (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or12.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the LendersLenders to require a lesser number of Lenders to approve such action; (f) To release Borrower or any Guarantor, except as specifically provided in connection with the release of a Project from the Unencumbered Pool; or (g) To change the manner of distribution of any payments to the Lenders or the Administrative Agent. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender to fund more than its Percentage of a Request for an Advance, a Swing Loan or a Letter of Credit without the approval of any Lender affected thereby. There shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender and there shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Letters of Credit without the consent of the Administrative Agent. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.1 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrower, the Co-Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which the Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify (i) reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or (ii) to increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender Bank or (iii) to reduce the amount of any commitment fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or (iv) to waive an Event of Default consisting of the failure of Borrower or the Co-Borrowers to pay when due principal, interest or any facility or other fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitment; (c) [Reserved]; (d) To release the Guaranty or any material portion of any collateral for the Obligations except as provided for in the Intercreditor Agreement and as otherwise provided for herein, provided that if no Default or Event of Default exists, the Administrative Agent may in any event without the consent of any Bank (and shall at the request of Borrower), (i) release its Lien in any personal property financed or leased by the Borrower or its Subsidiaries and granted a Lien in accordance with Section 6.7(e), (ii) release its Lien in any collateral as otherwise may be expressly provided for in any Loan Document, (iii) release its Lien in the equity securities of, and the Guaranty executed by, any Subsidiary which is the subject of a Disposition permitted under Section 6.2 or which has Property having a value of less than $500,000 as of the date of such release, (iv) subordinate its Lien with respect to any Property which is the subject of a Disposition permitted under Section 6.2, (v) release its Lien in any Property which is the subject of a Distribution not prohibited by this Agreement, and (vi) release all of the Liens under the Loan Documents in a Collateral Release under Section 2.12. (e) To amend the provisions of the definition definitions of “"Requisite Lenders” Banks" or “"Maturity Date”"; (df) To amend or waive Article 8 8, Section 6.4 or this Section 11.2Section; or (eg) To amend any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with and the written approval of the Requisite Lenders (andor Required Lenders, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and, without . Anything herein to the approval in writing of all the Lenderscontrary notwithstanding, no amendment, modification, supplementtermination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the total Commitment without the consent of all of the Lenders, terminationand the unanimous consent of the Lenders shall be required with respect to (a) the extension or postponement of the Revolving Credit Maturity Date or the Term Loan Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (b) any reduction in the rate of interest on the Notes, or in any amounts of principal or interest due on any Note or the payment of facility or other fees hereunder, (c) any change to Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) any amendment to Section 7.4 of this Agreement, (f) the release of the Borrower or any Guarantor, (g) the release of any material Collateral other than as provided below, or (h) any amendment to this Section 9.14 or to Section 9.16 of this Agreement; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be effective: made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Borrower or any Guarantor on any Collateral (ai) To amend upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or modify unliquidated at such time), and the principal ofCash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or the amount (iv) as required to effect any sale or other disposition of principal, principal prepayments or the rate such Collateral in connection with any exercise of interest payable on, any Note, or the amount remedies of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by Agent and the Lenders pursuant to Article VII. Except as provided in the Loan Documents; preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (bother than those expressly being released) To postpone upon, or obligations of the Borrower or any date fixed for any payment of principal Guarantor in respect of, prepayment of principal of all interests retained by the Borrower or any installment Guarantor, including the proceeds of interest onany sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any Note amendment, waiver, modification or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly agreement which by its terms requires the consent or approval of all Lenders or each affected Lender may be effected with the Lenders. Any amendmentconsent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, modification(ii) the principal amount of, supplementor interest or fees payable on, terminationLoans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, waiver amendment or modification requiring the consent pursuant to this Section 11.2 of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall apply equally to, and shall be binding upon, all require the Lenders and the Administrative Agentconsent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1010 or to any other provision that impacts the rights and obligations of the Administrative Agent hereunder or under any other Loan Document, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersLenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify (i) change the principal of, or the amount of principalprincipal of, or the amount of principal prepayments of, any Loan without the consent of the holder thereof Table of Contents (other than by operation of a waiver or amendment with respect to any mandatory prepayment under Section 3.2(c), (d) or (e)), (ii) decrease the rate of interest payable onon any Loan without the consent of the holder thereof, any Note, or (iii) increase the amount or percentage of the Revolving Facility, or the Pro Rata Share of any Commitment of any Lender or without the consent of that Lender, (iv) decrease the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents without the consent of that Lender, (v) increase the aggregate amount of the Commitments of the Lenders without the consent of all Lenders, (vi) increase the interest rate payable on any Loan without the consent of all Lenders, unless a corresponding increase is provided for each other Loan, or to (vii) waive an Event of Default consisting of the failure of Borrower to pay when due any principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentscommitment fee hereunder; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any feeLoan, or to extend the term of any of the Revolving FacilityCommitments; (c) To release the Holdings Pledge Agreement, any Subsidiary Guaranty or any material portion of the Collateral, except as expressly provided for in any Loan Document; provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets secured by Indebtedness of the type described in Section 6.3(c), (ii) assets which are the subject of an Asset Sale permitted by Section 6.1, and (iii) assets the sale, transfer or other Disposition of which is not an Asset Sale, and shall do so upon request of Borrower subject to such reasonable and customary requirements as the Administrative Agent may specify; (d) To amend the provisions of the definition of “Quarterly Payment Date,” “Requisite Lenders,” or “Maturity Date”” or to amend any constituent definition in a manner which results in a substantive change to any of the definitions listed in this clause (d); (de) To amend or waive Article 8 or this Section 11.2, or Sections 11.9 or 11.10; or (ef) To amend any provision of this Agreement that expressly requires specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the consent or approval of all Lenders. Notwithstanding the foregoing, (a) no Lender consent is required to effect any amendment or supplement to any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (or a Senior Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such First Lien Intercreditor Agreement or such Second Lien Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good Table of Contents faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the comparable provisions, if any, of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent. (b) this Agreement may be amended (or amended and restated) with the written consent of the Requisite Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans of any Class (“Refinanced Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the All-In Yield with respect to such Replacement Loans (or similar interest rate applicable to such Replacement Loans) shall not be higher than the All-In Yield for such Refinanced Loans (or similar interest rate applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence) and (d) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing. Notwithstanding anything to the contrary contained in this Section 11.2, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Table of Contents Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of the Commitments of such Lender may not be increased or extended without the consent of such Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Requisite Lenders, the Borrower may replace such non-consenting Lender (each, a “Non-Consenting Lender”) in accordance with Section 11.25; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Borrower, the Co-Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersLenders (or such of the Lenders as are required pursuant to the following clauses of this Section), no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify Without the consent of each affected Lender, (i) to reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteAdvance, or (ii) to increase the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or (iii) to reduce the amount of any commitment fee payable to any LenderUnused Fee, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or (iv) to waive an Event of Default consisting of the failure of Borrower or the Co-Borrowers to pay when due principal, interest or any Unused Fee or other fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Advance or any installment of any feeUnused Fee, or to extend the term of either of the Revolving FacilityCommitments; (c) To permit the term of any Letter of Credit to exceed one year (provided that this shall not be construed to prohibit the provision of automatic renewal clauses in Letters of Credit issued hereunder) or extend beyond the Existing Maturity Date (or, if the Takeout Date has occurred, the Extended Maturity Date); (d) To release any Subsidiary from its obligations in respect of its Guaranty, provided that if no Default or Event of Default exists, the Administrative Agent may without the consent of any Lender (and shall at the request of Borrower) release any Subsidiary from its guaranty of the Obligations concurrently with the Disposition of such Subsidiary or the liquidation of such Subsidiary; (e) To amend the provisions of the definition definitions of “Requisite Lenders” or “Existing Maturity Date”; (df) To amend or waive Article 8 8, Section 6.2 or this Section 11.2Section; or (eg) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.;

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10Section 13, signed by the Administrative Agent, respectively), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) 12.16.1 To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Revolving Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) 12.16.2 To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Revolving Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitment; (c) 12.16.3 To amend the provisions of the definition of “the following: "Borrowing Base", "Eligible Collateral", "Eligible Lease", "Equipment", "Maturity Date", and "Requisite Lenders” or “Maturity Date”"; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment(a) Except as provided in Section 11.2(f), modification, supplement, extension, termination no amendment or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Required Banks and Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, and without the approval in writing of all of the Lendersaffected Banks, no amendment, modification, supplement, termination, waiver or consent may be effective: (ai) To to amend or modify the principal of, or the amount of principal, principal or principal prepayments or payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderBank without the consent of that Bank, or to reduce or waive any interest or other fee or amount payable to any Lender (in its capacity as a Lender) under Bank without the Loan Documents or to waive an Event consent of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsthat Bank; (bii) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Obligation owing to a Bank or any installment of any feefee owing to a Bank, or to extend the term of the Revolving FacilityCommitment without the consent of that Bank; (ciii) To to amend or modify the provisions of the definition in Section 1.1 of “Requisite LendersRequired Banks” or “Maturity Date”of Sections 11.2, 11.9, 11.10, or 11.11, or any provision providing for the ratable or pro rata treatment of the Banks without the consent of each Bank; (div) To amend or waive Article 8 or this release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided in Section 11.210.11); or (ev) To to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Lenders. Banks without the consent of each Bank. (b) Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and Administrative Agent. Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer. (c) In addition, no amendment, modification, termination or waiver of any provision of Article X or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. (d) If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, Borrower may replace such non-consenting Bank (each a “Non-Consenting Bank”) in accordance with Section 11.27; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph). (e) Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Bank, to the fullest extent permitted by applicable Law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loan or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any such amendment or waiver (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase the Exposure or extend the term of the Commitment of such Defaulting Bank, postpone the date fixed for the payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal amount of any Obligation owing to such Defaulting Bank, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Bank or of any fee payable to such Defaulting Bank hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Borrower, the Co-Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersLenders (or such of the Lenders as are required pursuant to the following clauses of this Section), no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify Without the consent of each affected Lender, (i) to reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteAdvance, or (ii) to increase the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or (iii) to reduce the amount of any commitment fee Unused Fee payable to any Revolving Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or (iv) to waive an Event of Default consisting of the failure of Borrower or the Co-Borrowers to pay when due principal, interest or any Unused Fee or other fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Advance or any installment of any feeUnused Fee, or to extend the term of either of the Revolving FacilityCommitments; (c) To permit the term of any Letter of Credit to exceed one year (provided that this shall not be construed to prohibit the provision of automatic renewal clauses in Letters of Credit issued hereunder) or extend beyond the Maturity Date; (d) To release any Subsidiary from its obligations in respect of its Guaranty, provided that if no Default or Event of Default exists, the Administrative Agent may without the consent of any Lender (and shall at the request of Borrower) release any Subsidiary from its guaranty of the Obligations concurrently with the Disposition of such Subsidiary or the liquidation of such Subsidiary; W02-WEST:LAR\400019853.8 (e) To amend the provisions of the definition definitions of “"Requisite Lenders” " or “"Maturity Date”"; (df) To amend or waive Article 8 8, Section 6.2 or this Section 11.2Section; or (eg) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Lenders and Creditors. Notwithstanding anything to the Administrative Agentcontrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of the Commitments of such Lender may not be increased or extended without the consent of such Lender.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Requisite Lenders” or “", "Tranche B Conversion Date", "Tranche A Maturity Date”; (d) To amend ", or waive Article 8 "Tranche B Maturity Date, or this Section 11.2"Tranche C Maturity Date"; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender Bank or the amount of any commitment fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) the Creditors under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, commitment fee or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee or letter of credit fee, or to extend the term of the Revolving Facility; Commitment (except as set forth in Section 2.12), or to release any Subsidiary from its obligations under the Subsidiary Guaranty (except to the extent expressly permitted by the Loan Documents) or to release the Subsidiary Guaranty; (c) To amend the provisions of the definition of “"Requisite Lenders” Banks", Articles 8 or “Maturity Date”; (d) To 9 or this Section 11.2 or to amend or waive Article 8 Section 6.5; or this Section 11.2; or (ed) To amend any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplementtermination, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with the written approval of the Requisite Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and, without . Anything herein to the approval in writing of all the Lenderscontrary notwithstanding, no such amendment, modification, supplement, termination, waiver or consent may be effective: made with respect to (a) To amend any increase in the Total Commitment Amount without the unanimous consent of all of the Lenders, (b) the extension of the Five Year Term Loan Maturity Date or modify the Three Year Term Loan Maturity Date, the payment date of interest or principal ofwith respect thereto, or the amount payment date of principalfees or amounts payable hereunder in each case without the consent of each Lender directly affected thereby, principal prepayments or (c) any reduction in the rate of interest payable onon the Loans, or in any Noteamount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the amount Required Lenders definition in this Agreement in each case without the unanimous consent of all of the Revolving FacilityLenders, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this ‎Section 10.03 or ‎Section 8.04 hereof without the Pro Rata Share unanimous consent of all of the Lenders. In addition, the Commitment of any Lender or may not be increased without the amount prior written consent of any commitment fee payable to any Lender, or any other fee or amount payable to any such Lender (in its capacity as even if such Lender is a Defaulting Lender) under the Loan Documents ). Notice of amendments or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower consents ratified by the Lenders pursuant hereunder shall immediately be forwarded by Agent to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any Each Lender or other holder of a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent pursuant obtained as authorized by this Section, regardless of its failure to this Section 11.2 agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall apply equally tohave any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall be binding upon, all require the Lenders and the Administrative Agentconsent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunderthereunder (other than a consent relating to a matter expressly stated by this Agreement to require only the Administrative Agent's consent), and no consent to any departure by any Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which a Borrower is a Party, signed by such Borrower, and, in the case of any amendment, modification or supplement to Article 10XI, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; andAND, without the approval in writing of the Supermajority Lenders, no amendment, modification, supplement, termination or waiver of the covenants contained in any of Sections 4.4(c) and (e), 7.12, 7.13 and 7.19 shall be effective; AND, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent (other than a consent relating to a matter expressly stated by this Agreement to require only the Administrative Agent's consent) may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Loan or Note, or the amount of the Revolving FacilityCommitment, the Available Amount or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of any Borrower to pay when due principal, interest or any fee, or fee due to provide for additional extensions of credit to Borrower by the Lenders pursuant to or the Loan DocumentsIssuing Bank; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Loan or Note or any installment of any feefee due to the Lenders or the Issuing Bank, or to extend the term of the Revolving FacilityCommitment; (c) To amend the provisions of the definition of “"Requisite Lenders” ," "Supermajority Lenders," or “"Maturity Date”;" (d) To amend or waive Article 8 or this Section 11.2release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty; or (e) To amend or waive any provision of Article IX or this Section 12.2; or (f) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders; or (g) To release any Collateral (other than in connection with any sale or other Disposition permitted under the Loan Documents) that, individually or in the aggregate, constitutes more than one-half of one percent (0.05%) of the net book value of the consolidated assets of Day Runner and its Subsidiaries as set forth in financial statements delivered to the Administrative Agent and the Lenders pursuant to Section 8.1 for the Fiscal Year ended June 30, 2000; (h) To waive compliance with Section 6.16, except that if Day Runner has failed to secure the Major Accounts Payables Agreement from only one of its four major customers, this failure may be waived by the Supermajority Lenders; or (i) To waive an Event of Default under Section 10.1(n) consisting of the failure of the board of directors of Day Runner to approve on or before December 30, 2000, for any reason whatsoever, the issuance of the Conversion Stock pursuant to the terms of this Agreement. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Parent, Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Parent or any Borrower is a Partyparty, signed by Borrower, Parent and that Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; andprovided, however, that without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the forgive any principal ofObligation, or defer any required payment of any Obligation, reduce the amount of principal, principal prepayments or the rate of interest payable onon any Loan or Advance without the consent of the affected Lender, any Note, or increase the amount of the Revolving Facility, Commitments (except as set forth in Section 2.6) or the Pro Rata Share Applicable Percentage of any Lender or decrease the amount of any commitment letter of credit fee or facility fee payable to any Lender, or reduce any other fee or amount payable to any Lender (in its capacity as a Lender) the Creditors under the Loan Documents or to waive an Event of Default consisting of the failure of any Borrower to pay when due principal, interest or any fee, facility fee or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any facility fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Requisite Lenders” " or “Maturity Date”this Section 11.2 or to amend or waive Section 6.2; (d) To amend release or waive Article 8 or this Section 11.2subordinate the Parent Guaranty; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Creditors. If, in connection with any proposed amendment, modification, supplement, termination, waiver or consent to any of the provisions hereof as contemplated by clauses (a) through (d), inclusive, of this Section 11.2, the consent of the Requisite Lenders is obtained, but the consent of one or more of the other Lenders is required and is not obtained, then the Administrative AgentBorrowers shall have the right to replace such non-consenting Lender with one or more Eligible Assignees in accordance with Section 11.14(b) if such Eligible Assignee consents to the proposed amendment, modification, supplement, termination, waiver or consent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Loan Party is a Partyparty, signed by Borrowereach such party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share Percentage of any Lender Bank (except with respect to increases in the Aggregate Commitment up to $700,000,000 as specifically provided for herein) or the amount of any commitment fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments (other than pursuant to Section 2.10); (c) To amend the provisions of the definition of “Requisite LendersBanks” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or12.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the LendersBanks to require a lesser number of Banks to approve such action; (f) To release Borrower or any Guarantor, except as specifically provided in connection with the release of a Project from the Unencumbered Pool; or (g) To change the manner of distribution of any payments to the Banks or the Administrative Agent. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Bank to fund more than its Percentage of a Request for an Advance, a Swing Loan or a Letter of Credit without the approval of any Bank affected thereby. There shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank and there shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Letters of Credit without the consent of the Administrative Agent. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.1 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Loan Party is a Partyparty, signed by Borrowereach such party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share Percentage of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Requisite Lenders” " or “"Maturity Date”"; (d) To amend or waive Article 8 or this Section 11.2; or12.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the LendersLenders to require a lesser number of Lenders to approve such action; (f) To release Borrower or any Guarantor or any Collateral except as specifically provided in Article 2A in connection with the release of a Subject Property from the Security Documents and any related Subject Property Owner from the Subsidiary Guaranty; or (g) To change the manner of distribution of any payments to the Lenders or the Administrative Agent. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender to fund more than its Percentage of a Request for an Advance, without the approval of any Lender affected thereby. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.1 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extensiontermination, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Required Banks and Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, and without the approval in writing of all of the Lendersaffected Banks, no amendment, modification, supplement, termination, waiver waiver, or consent may be effective: (a) To to amend or modify the principal of, or the amount of principalprincipal or principal prepayments, principal prepayments payable on any Obligation or the rate of interest payable on, any Note, or (except as provided in Section 2.6) the amount of the Revolving FacilityCommitment, or to decrease the Pro Rata Share rate of any Lender interest or the amount of any commitment fee payable to any LenderBank, or to reduce or waive any interest or other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan DocumentsBank; (b) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Obligation or any installment of any fee, fee or to extend the term of the Revolving FacilityCommitment; (c) To to amend or modify the provisions of the definition definitions in Section 1.1 of “Requisite Lenders” "Required Banks" or “Maturity Date”of Sections 11.2, 11.9, 11.10, or 11.11, or any provision providing for the ratable or pro rata treatment of the Banks; (d) To amend or waive Article 8 or this Section 11.2release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided below); or (e) To to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative AgentAgents. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower any of the Borrowers or any of the Guarantors is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1013, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitments. (c) To release the Parent Guaranty, the Sibling Guaranty, or any material portion of the Collateral except as expressly provided for in any Loan Document (provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets secured by Indebtedness permitted by Sections 6.7(d) or 6.7(e), (ii) assets which are the subject of a Disposition permitted by Section 6.1 and (iii) assets the sale, transfer or other disposition of which is not a Disposition; (cd) To amend the provisions of the definition of “"Amortization Amount," "Amortization Date," "Reduction Amount," "Reduction Date," "Requisite Lenders” or “," "Majority Lenders," "Revolver Maturity Date”; (d) To amend " or waive Article 8 or this Section 11.2"Term Maturity Date"; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with with, except as described in clause (iii) of the proviso below, the written approval of the Requisite Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Obligor is a Partyparty, signed by BorrowerBorrower and each such other Obligor, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount (other than default interest) payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest (other than default interest) or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Required Lenders” or “Maturity Date”; (d) To release any Guarantor from its Guaranty or to release any Collateral from the Lien of the Collateral Documents with a book value (as determined in accordance with GAAP) in excess of $5,000,000 except if such release of material Collateral occurs in connection with a Disposition permitted under the Loan Documents, in which case such release shall not require the consent of any of the Lenders; or (e) To amend or waive Article 8 Section 8.1 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Agreement relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) the consent of the Required Lenders shall not be required with respect to any amendment, modification, supplement, extension, termination or waiver of any provision of any Approved Interest Rate Protection Agreement or Approved Foreign Exchange Agreement so long as such amendment, modification, supplement, extension, termination or waiver would not result in a breach or other violation of any provision of any other Loan Document. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower any of Borrowers is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender Bank or the amount of any commitment fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments (other than pursuant to Section 2.10); (c) To amend the provisions of the definition of “"Requisite Lenders” Banks" or “"Maturity Date”"; (d) To amend or waive Article 8 or this Section 11.2; or12.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the LendersBanks to require a lesser number of Banks to approve such action; (f) To release any Borrower; or (g) To change the manner of distribution of any payments to the Banks or the Administrative Agent. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Bank to fund more than its Pro Rata Share of a Request for an Advance, a Swing Loan or a Letter of Credit without the approval of any Bank affected thereby. Notwithstanding anything herein to the contrary, the Administrative Agent may with the approval of the Requisite Banks temporarily waive compliance by Borrowers with any condition, obligation or covenant contained in this Agreement or the Loan Documents for a period not to exceed sixty (60) days, provided, however, that any such condition, obligation or covenant so waived may not be consecutively waived after the expiration of such sixty (60) day period. There shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank and there shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Letters of Credit without the consent of Administrative Agent. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.1 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the and Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; andprovided, however, that, except as otherwise expressly provided herein, (i) without the approval in writing of all the Administrative Agent and Supermajority Lenders, no amendment, modification, supplement, termination, waiver or consent may be effectiveeffective to amend the provisions of Sections 7.14(a), (b), (d) or (e) or of Section 8 or to amend any provision of this Agreement that expressly requires the consent or approval of Supermajority Lenders, and (ii) without the approval in writing of Administrative Agent and all Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective to the extent it involves a material change to any material provision of the Intercreditor Agreement or as follows: (a) To amend or modify the principal of, or reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents;; or (b) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving Facility;Commitment of any Lender) or modify the Pro Rata Share of any Lender; or (c) To amend the provisions of the definition of “"Requisite Lenders” ", "Supermajority Lenders", Section 9 or “Maturity Date”;this Section 10.01; or 102 109 (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all Lenders; or (e) To release (i) any Lien granted in favor of Administrative Agent with respect to all or substantially all of the Pledged Collateral, or (ii) all or substantially all of the Guarantors from their obligations under the REIT Guaranty Documents, in each case other than in accordance with the terms of the Loan Documents; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to the Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender under any Loan Document relating to Letters of Credit and (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. Notwithstanding any other provision contained herein to the contrary, Administrative Agent may charge, for distribution to Lenders, a reasonable amendment fee for any amendments to this Agreement made pursuant to this Section 10.01 if such fee is necessary or, in the reasonable opinion of Administrative Agent, desirable to effectuate any such amendment.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of Borrower and the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (ai) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or the amount of any commitment fee or any letter of credit fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest interest, any commitment fee or any fee, or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (bii) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment of any commitment fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitments, or to release any Collateral Document except to the extent expressly contemplated thereby; (ciii) To amend the provisions of the definition of “"Requisite Lenders” ", Articles 8 or “Maturity Date”; (d) To amend or waive Article 8 9, or this Section 11.2; or (eiv) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. Without implying that the Lenders are obligated to agree to any amendment, modification, supplement, extension, termination or waiver requested by Borrower, the Lenders may impose such additional conditions and such other fees and expenses (including pursuant to Section 11.3) as the Lenders may deem appropriate in connection with the Lenders' approval thereof.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender’s Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving FacilityCommitment of any Lender) or modify the Pro Rata Share of any Lender; (c) To release collateral in which Lenders have a security interest to secure the performance of Borrower’s obligations under the Loan Documents constituting more than 20% of the value of Borrower’s consolidated assets; (d) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or the provisions of Section 4, Section 9, this Section 11.2; or10.1 or Section 10.6; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any ; provided, however, that (i) no amendment, modification, supplement, termination, waiver or consent pursuant shall, unless in writing and signed by Issuing Lender in addition to this Section 11.2 shall apply equally toRequisite Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Administrative Agent, and shall (iii) the fee letters may be binding uponamended, all or rights or privileges thereunder waived, in a writing executed by the Lenders and the Administrative Agent.parties

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by Borrower and the Administrative Agent with the written approval of the Requisite Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Borrower, Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or to reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any utilization fee or facility fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any feefee payable to Lenders under Section 2.08, or to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving FacilityCommitment of any Lender) or modify the Pro Rata Share of any Lender; (c) To to amend the provisions of the definition of “Requisite "Required Lenders” ", Sections 4, 9, this Section 10.01 or “Maturity Date”Section 10.07; (d) To amend or waive Article 8 or this Section 11.2; or (e) To to amend any provision of this Agreement that expressly requires the consent or approval of all Lenders; (e) to release all or substantially all of the Guarantors from their guarantee obligations under the Guaranty; or (f) to release all or substantially all of the Collateral (other than pursuant to Section 10.02); provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Borrower and Required Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender under any Loan Document relating to Letters of Credit, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Borrower and Required Lenders or all Lenders, as the case may be, affect the rights or duties of Administrative Agent under any Loan Document, (iii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to Borrower and Required Lenders or all Lenders, as the case may be, affect the rights or duties of Swing Line Lender under any Loan Document, and (iv) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination (except as permitted by Section 2.6) or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which any of the Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or reduce the rate of interest or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitment; (c) To release from the Guaranty any Subsidiaries having aggregate total assets in excess of $1,000,000 except to the extent that such Subsidiaries are the subject of any Disposition permitted hereby; (d) To amend the provisions of the definition definitions of “Requisite Lenders” "REDUCTION AMOUNT", "REDUCTION DATE", REQUISITE LENDERS" or “Maturity Date”"MATURITY DATE"; (de) To amend or waive Article 8 8, Section 6.4 or this Section 11.2Section; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, -------------------- extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in ---------- the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Requisite --------- Lenders” " or “"Line A Maturity Date”" or "Line B Maturity Date"; or ------- -------------------- -------------------- (d) To release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty; (de) To amend or waive Article 8 or this Section 11.2; oror --------- ---- (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the ---- Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower any of the Parent, Borrowers or any of the Sibling Guarantors is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1011, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (ai) To amend or modify the principal of, or the amount of principal, principal prepayments or on any Note, (ii) to decrease the rate of interest payable on, on any Note, or (iii) to increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or Lender, (iv) to decrease the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or (v) to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any fee, commitment fee or other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsany Lender; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or any other amount payable to any Lender, or to extend the term of the Revolving FacilityCommitment. (c) To release the Third Amended and Restated Parent Guaranty or the Third Amended and Restated Sibling Guaranty or to materially reduce the liabilities of the Parent or the Sibling Guarantors thereunder, or to release any material portion of the Collateral except as expressly provided for in any Loan Document, provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets securing Indebtedness permitted by Section 7.9(d), (ii) assets which are the subject of a sale, transfer or other disposition of which is not prohibited by this Agreement, and (iii) assets that are transferred to an Affiliate which is not a Subsidiary in an Investment permitted by Section 7.15. The Administrative Agent shall promptly release its Liens upon any assets which are the subject of the foregoing proviso upon request of Borrowers subject to such reasonable and customary requirements as the Administrative Agent may specify; (cd) To amend the provisions of the definition of “Requisite Lenders,” or “Maturity Date”;; or (de) To amend or waive Article 8 Articles 9 or 10, this Section, or Section 11.27.4; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Notwithstanding the provisions of this Section 12.2, the Administrative Agent may enter into amendments, supplements, waivers, or other modifications of the Loan Documents necessary to release of Liens permitted under Section 11.11. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Requisite Lenders” or “", "Revolving Loan Maturity Date”;", or "Term Loan Maturity Date"; or (d) To release any Subsidiary Guarantor from the Subsidiary Guaranty or to release any Collateral from the Lien of the Collateral Documents, except if such release of Collateral occurs in connection with a Disposition permitted under Section 6.2, in which case such release shall not require the consent of any of the Lenders; or (e) To amend or waive Article 8 Section 8.1 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Credit Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower such Credit Party is a Party, signed by Borrowersuch Credit Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitment; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”;; or (d) To release Parent from the Parent Guaranty or to release any Collateral from the Lien of the Collateral Documents, except if such release of Collateral occurs in connection with a Disposition permitted under Section 6.2 (or is otherwise permitted under the definition of “Disposition”), in which case such release shall not require the consent of any of the Lenders; or (e) To amend or waive Article 8 or this Section 11.212.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principalprincipal or required principal payments or prepayments of any Outstanding Obligations; provided, principal prepayments however, that only the consent of Requisite Lenders shall be required in any instance where Lenders have the right to consent to the release price of any property or Persons being Disposed of; (b) Reduce the rate of interest payable on, on any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender Outstanding Obligations or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless consented to by each Lender entitled to receive such fee or other amount), including in each case, any change in the way any financial covenant used to waive determine the Applicable Amount is calculated; (c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (bd) To postpone Postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or, except as described in Sections 2.12 and 10.22, increase the amount of, any Lender's Commitment (it being understood that a waiver of the Revolving Facility; any Event of Default not referred to in subsection (c) To amend above shall require only the provisions consent of the definition of “Requisite Required Lenders” or “Maturity Date”); (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision Amend the definition of this Agreement that expressly requires "Requisite Lenders" or the consent or approval provisions of all the Lenders. Any amendmentSection 4, modificationSection 9, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.10.01 or Section 10.06;

Amendments; Consents. No Other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, provided that no such amendment, modification, supplement, termination, waiver or consent may be effective:effective (in each case, other than (i) as provided in Section 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement): (a) To amend or modify to (i) reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan (provided that no amendment resulting in the payment of a higher rate of interest to any Lender or group of Lenders within the same class than the rate of interest payable to the other Lenders of the same class hereunder shall be permitted without the written consent of all Lenders of such class), or (ii) increase the amount of the Revolving FacilityCommitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender or Lender, (iv) reduce the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any feefee owing under any Loan Document, or to provide for additional extensions without the written consent of credit to Borrower by the Lenders pursuant to the Loan Documentseach Lender directly affected thereby; (b) To to postpone any date fixed for any payment of principal of, or prepayment of principal of or any installment of interest on, any Note Loan or any installment of any feefee or other amount payable to any Lender under the Loan Documents, or to extend the applicable “Maturity Date,” or to extend the term of the Revolving FacilityCommitments, without the written consent of each Lender directly affected thereby; (c) To except as set forth in the last paragraph of this Section 11.2, to amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”without the written consent of each Lender; (d) To amend to release any Subsidiary Guarantor from its Subsidiary Guaranty if the assets and net income of such Restricted Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or waive Article 8 after the Closing Date (in each case as of the Fiscal Year most-recently ended prior to such release), would exceed 40% of (i) Net Income or this Section 11.2(ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; oror to release all or substantially all of the Collateral from the Lien of the Loan Documents without the written consent of each Lender; (e) To to amend or waive Section 8.1 or this Section 11.2 without the written consent of each Lender; (f) change Sections 3.10(b) or 9.2(d) in a manner that would alter the pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby; (g) to amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders without the written consent of all Lenders or such specified portion of the Lenders, as applicable. Notwithstanding anything to the contrary in this Section 11.2, in the event that Borrower awards any agent or other titles under this Agreement to Lenders, whether existing Lenders or New Lenders, the Agent and Borrower may enter into amendments to this Agreement to the extent necessary to reflect such title(s). Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. Notwithstanding anything to the contrary in this Section 11.2, (i) neither Section 2.4 nor any other provision affecting the rights or duties of the Issuing Lender shall be amended without the consent of the Issuing Lender and (ii) neither Article 10 nor any provision affecting the rights or duties of the Agent shall be amended without the consent of the Agent. (1) Notwithstanding anything to the contrary in this Section 11.2, the Agent is authorized by the Lenders to enter into amendments or supplements to this Agreement, or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of curing any typographical error, incorrect cross-reference, defect in form, inconsistency, omission or ambiguity herein or therein (without any consent or approval by the Lenders). (2) Notwithstanding anything to the contrary in this Section 11.2, (i) the Agent and Borrower or applicable Subsidiary Guarantor may enter into amendments, supplements or modifications to the Loan Documents or additional Loan Documents to reflect additional Collateral provided under the Loan Documents or effect releases of Collateral or guarantees permitted by the Loan Documents, or to take such further actions in respect of the Security Documents as contemplated hereunder and thereunder (ii) the Agent and Borrower may make amendments and supplements to the Loan Documents to add additional Lenders, Extending Revolving Lenders and Extending Term Loan Lenders to the Credit Agreement, including the definitions of “Requisite Lenders” and “Pro Rata Share” and (iii) the Agent and Borrower may make amendments, modifications and supplements to the Agent Fee Letter.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent hereunder or thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendmentamendments, modification modifications, supplements, extensions or supplement terminations of or to any Loan Document to which Borrower is the Borrowers are a Party, signed by Borrower, and, the approval in writing of the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), Borrowers) and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (ai) To amend or modify (A) decrease the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or (B) increase the amount of the Revolving FacilityCommitment attributable to any Lender, or (C) decrease the Pro Rata Share of any Lender or the amount rate of any commitment fee or any letter of credit fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to (D) waive an Event of Default consisting of the failure of Borrower the Borrowers to pay when due principal, interest interest, any commitment fee or any fee, or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (bii) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitment, or to release the Liens created under any Collateral Document, except to the extent expressly contemplated thereby or to release any Guarantor except in accordance with the terms of the Guaranty; (ciii) To amend the provisions of the definition of “"Requisite Lenders” ", Articles 8 or “Maturity Date”; (d) To amend or waive Article 8 9, or this Section 11.2; 79- (iv) To amend the Borrowing Base or any of its components, including without limitation, the advance rate percentages or the definitions of Eligible Accounts or Eligible Inventory, in any manner (a) that would result in an increase in the amount of the Borrowing Base, as calculated in accordance with the definition thereof, or (b) which increases the ability of the Borrowers to obtain Loans or Letters of Credit hereunder; or (ev) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. Without implying that the Lenders are obligated to agree to any amendment, modification, supplement, extension, termination or waiver requested by the Borrowers, the Lenders may impose such additional conditions and such other fees and expenses (including pursuant to Section 11.3) as the Lenders may deem appropriate in connection with the Lenders' approval thereof.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, Borrower and, in the case of any amendment, modification or supplement to Article 10Section 9, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender Bank or the amount of any commitment facility fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any facility fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment of any facility fee, or to extend the term of the Revolving FacilityCommitments or increase the Commitments, or to release any Material Subsidiary from the Material Subsidiary Guaranty; (c) To amend the provisions of the definition of “"Requisite Lenders” Banks", Sections 4 or “Maturity Date”; (d) To amend or waive Article 8 9 or this Section 11.2Section; or (ed) To amend any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower any of the Borrowers or any of the Guarantors is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10ARTICLE 13, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitment. (c) To release the Parent Guaranty, the Sibling Guaranty, or any material portion of the Collateral EXCEPT as expressly provided for in any Loan Document (PROVIDED that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets secured by Indebtedness permitted by Section 9.9(A), (ii) assets which are the subject of a Disposition permitted by Section 6.1, (iii) assets the sale, transfer or other disposition of which is not a Disposition, and (iv) assets that are transferred to an Unrestricted New Venture Entity as a contribution to its capital, and shall do so upon request of Borrowers subject to such reasonable and customary requirements as the Administrative Agent may specify); (cd) To amend the provisions of the definition of “Requisite Lenders” "AMORTIZATION AMOUNT," "AMORTIZATION DATE," "REQUISITE LENDERS," or “Maturity Date”;"MATURITY DATE"; or (de) To amend or waive Article 8 ARTICLES 11 or 12, this Section 11.214.2, or Sections 6.3 or 9.4; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 14.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Borrower, the Co-Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify Without the consent of each affected Lender, (i) to reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or (ii) to increase the amount of the Revolving Facility, Commitments or the Pro Rata Share of any Lender or (iii) to reduce the amount of any commitment fee Unused Fee payable to any Revolving Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or (iv) to waive an Event of Default consisting of the failure of Borrower or the Co-Borrowers to pay when due principal, interest or any Unused Fee or other fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any feeUnused Fee, or to extend the term of either of the Revolving FacilityCommitments; (c) To amend permit the provisions term of any Letter of Credit to exceed one year (provided that this shall not be construed to prohibit the definition provision of “Requisite Lenders” automatic renewal clauses in Letters of Credit issued hereunder) or “extend beyond the Maturity Date”; (d) To amend release the Guaranty, the Collateral Documents or waive Article 8 any other material portion of any collateral for the Obligations, or this Section 11.2; or to permit the Collateral Agent to take any such action (e) To amend any provision except in accordance with the provisions of this Agreement the Intercreditor Agreement), provided that expressly requires if no Default or Event of Default exists, the Administrative Agent may without the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, any Lender (and shall be binding uponat the request of Borrower), all the Lenders (i) release its Lien in any personal property financed or leased by Borrower or its Subsidiaries and the Administrative Agent.granted a Lien in accordance with Section

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination (except as permitted by Section 2.9) or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1011, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; andprovided that (i) without the approval in writing of all of the Lenders having a Pro Rata Share of the Revolving Commitment or the Tax Exempt Commitment (or holding Outstanding Obligations under the Revolving Commitment or the Tax Exempt Commitment), no amendment, modification, supplement, termination, waiver or consent may be effective to amend the definitions of "Revolving and Tax Exempt Reduction Amount" or "Revolver Maturity Date", (ii) without the approval in writing of all the LendersLenders having a Term Commitment (or holding Outstanding Obligations under the Term Commitment), no amendment, modification, supplement, termination, waiver or consent may be effective to amend the definitions of "Term Reduction Amount" or "Term Maturity Date" and (iii) without the approval in writing of all the Lenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify change the principal amount of, or the amount of principal, or principal prepayments or the rate of interest payable on, any Note, or to change the amount of the Revolving Facility, Commitments or the Pro Rata Share Shares of any Lender Lender, or to reduce the rate of interest or the amount of any commitment fee payable to any Lender without the approval of that Lender, or to change any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents without the approval of the affected Lender, or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitments in each case without the consent of the affected Lenders; (c) To amend release or modify the provisions Completion Guaranty or the Make-Well Agreement (other than in accordance with the terms hereof or thereof) or to defer enforcement of the definition Completion Guaranty or Make-Well beyond the strictures of “Requisite Lenders” or “Maturity Date”Section 10.2(e); (d) To amend the provisions of Section 2.9 or the definitions of "Reduction Date" or "Requisite Lenders"; (e) To amend or waive Article 8 7, Section 6.4 or this Section 11.212.2; (f) Prior the release of the Make-Well, to amend, modify or waive the provisions of the definition of "Change in Control" or the provisions of Section 7.5, 10.1(x) or any other provision of the Loan Documents which in form or substance requires Station Management to be the manager of the Thunder Valley Casino or which requires Station Management to be wholly-owned by Station, and provided further that following the release of the Make-Well, none of the provisions of this clause (f) shall be subject to amendment, modification or waiver unless the same is approved by the Administrative Agent, the Syndication Agent and Lenders holding Pro Rata Shares which represent not less than 75% of the Commitments; (g) To release any material portion of the Collateral; or (eh) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments (other than as permitted pursuant to Sections 2.5 and 2.7) or the Pro Rata Share of any Lender (other than as permitted pursuant to Section 2.7) or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “"Amortization Date" or "Line B Commitment Amortization Amount" or "Requisite Lenders” " or “"Line A Maturity Date”" or "Line B Maturity Date"; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination amendment or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Required Banks and Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, and without the approval in writing of all of the Lendersaffected Banks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To to amend or modify the principal of, or the amount of principal, principal or principal prepayments or payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderBank without the consent of that Bank, or to reduce or waive any interest or other fee or amount payable to any Lender (in its capacity as a Lender) under Bank without the Loan Documents or to waive an Event consent of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsthat Bank; (b) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Obligation owing to a Bank or any installment of any feefee owing to a Bank, or to extend the term of the Revolving FacilityCommitment (except as provided in Section 2.9); (c) To to amend or modify the provisions of the definition definitions in Section 1.1 of “Requisite LendersRequired Banks” or “Maturity Date”of Sections 11.2, 11.9, 11.10, or 11.11, or any provision providing for the ratable or pro rata treatment of the Banks; (d) To amend or waive Article 8 or this Section 11.2release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided below); or (e) To to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent. Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party party therefrom, may in any event be effective unless in writing signed by Agent and the Administrative Agent with the written approval of the Requisite Required Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10Section 13, signed by the Administrative Agent, respectively), and then only in the specific instance and for the specific purpose given; andprovided, without the approval in writing of all the Lendershowever, no that: 12.16.1 Any amendment, modification, supplement, termination, waiver or consent may be effective: which would (ai) To amend or modify waive this Section 12.16 or any part thereof; (ii) amend or waive any of the principal ofconditions precedent set forth in Section 4.1; or (iii) amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders, must be in writing and signed or approved in writing by all of the Lenders; 12.16.2 Any amendment, waiver or consent which releases any substantial part of the Collateral must be in writing and signed or approved in writing by all Lenders, except that any release in connection with a sale or other disposition of Collateral authorized by Section 7.1 shall not require the approval of any Lenders; 12.16.3 Any amendment, waiver or consent which increases or decreases the Pro Rata Share of any Lender must be in writing and signed by such Lender; 12.16.4 Any amendment, waiver or consent which extends the commitment of any Lender must be in writing and signed by such Lender; and 12.16.5 Any amendment, waiver or consent which modifies the amount of principal, principal prepayments or the rate of interest payable on, any Revolving Note, or the amount of the any Unused Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee Loan Fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower fee must be in writing and signed by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenderssuch Lender. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.16 shall apply equally to, and shall be binding upon, all the Lenders and Agent. Notwithstanding anything to the Administrative Agentcontrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased or extended without the consent of such Lender.

Amendments; Consents. No amendment(a) Subject to Section 16.12(b) and Section 16.12(c), modification, supplement, extension, termination no amendment or waiver of any provision of this Agreement or any other of the Loan DocumentDocuments, no approval or consent thereunder, and no nor consent to any departure by any Borrower or any other Party therefromPerson from such provisions, may in any event be is effective unless in writing signed and approved by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any Required Lenders. Any amendment, modification waiver or supplement of or to any Loan Document to which Borrower consent is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then effective only in the specific instance and for the specific purpose for which it was given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents;. (b) To Only written amendments, waivers or consents signed by all the Lenders shall (i) increase the Line of Credit, (ii) reduce the principal or amount of, or interest on or with respect to, any Accommodation, (iii) reduce any fees in which the Lenders share under the Loan Documents, (iv) postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Accommodation or any installment date fixed for payment of any feefees in which the Lenders share under the Loan Documents, (v) change (y) the percentage of the Commitments, or (z) the number or percentage of Lenders required for the Lenders, or any of them, or the Agent to extend the term take any action, (vi) permit any release of, amendment to, or termination of any of the Revolving Facility;Security Documents (except as otherwise permitted in this Agreement), (vii) change the definition of Required Lenders, or (viii) amend this Section 16.12(b) . (c) To amend Only written amendments, waivers or consents signed by the provisions Agent in addition to the Required Lenders, shall affect the rights or duties of the definition of “Requisite Lenders” or “Maturity Date”;Agent under the Loan Documents. (d) To amend or waive Article 8 or Subject to the provisions of this Section 16.12, in all other respects the Agent is authorized by each of the Lenders to take such actions or fail to take such actions under this Agreement as the Agent, in its reasonable discretion, deems to be advisable and in the best interest of the Lenders. Notwithstanding any provision to the contrary contained in this Agreement, subject to Section 16.12 and any direction of the Required Lenders as provided for in Section 11.2, the Agent is authorized to take such actions or fail to take such actions in connection with (a) the exercise of (i) any and all rights and remedies under this Agreement (including but not limited to the exercise of rights and remedies under Section 11.2 of this Agreement), and (ii) its discretion in determining compliance with the eligibility requirements of Eligible Accounts Receivable and/or Eligible Inventory and establishing reserves against 5183878 v13 Availability in connection therewith, (b) the release of Collateral, and/or (c) curing any ambiguity, defect or inconsistency in the terms of this Agreement; orprovided that the Agent, in its reasonable discretion, deems such to be advisable and in the best interests of the Lenders. In the event the Agent terminates this Agreement pursuant to the terms hereof, the Agent will cease making any Accommodations upon the effective date of termination except for any Accommodations which the Agent deems, in its sole discretion, are reasonably required to maintain, protect or realize upon the Collateral. (e) To amend any provision No failure on the part of this Agreement that expressly requires the consent Agent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant Lenders to this Section 11.2 shall apply equally toexercise, and no delay in exercising, any right under any of the Loan Documents shall be binding upon, all operate as a waiver of such right; nor shall any single or partial exercise of any right under any of the Lenders and Loan Documents preclude any other or further exercise of such right or the Administrative Agentexercise of any other right.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunderthereunder not expressly delegated to the Administrative Agent, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval (i) in all circumstances other than those described in clause (ii) of this sentence, the Requisite Lenders and (andii), in the case of any amendmentthe following actions, modification or supplement all of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective:. (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share Percentage of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “Event of Default”, “Requisite Lenders” ”, or “Maturity Date”” or the provisions of Section 2.6 or of Section 13.4; (d) To amend or waive Article 8 or this Section 11.2; or19.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the Lenders to require a lesser number of Lenders to approve such action; (f) To release Borrower or any Guarantor or any Collateral or to subordinate the Lenders’ security interest in the Collateral, except as specifically provided herein or in the Security Documents; or (g) To change the manner of distribution of any payments to the Lenders or the Administrative Agent; and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Loan Party is a party, signed by each such party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 17, signed by the Administrative Agent. In addition, with respect to the Administrative Agent’s approval rights in the following situations, the Administrative Agent agrees that it shall not give such approval without first obtaining the prior approval of the Requisite Lenders: (i) the right to approve the Budget as of the Loan Opening Date and any changes to the Budget after the Loan Opening Date which increase any line item in the Budget by more than ten percent (10%) or which would result, in the aggregate, in an increase of more than ten percent (10%) of the aggregate amount of the Budget as approved on the Loan Opening Date; (ii) the right to approve the Borrower’s Builder’s Risk insurance as of the Loan Opening Date under Section 6.2(k); (iii) the right to approve any amendment, modification or change to the Ground Lease which materially diminishes the rights of the Borrower or leasehold mortgagees thereunder or materially increases the obligations of the Borrower thereunder; and (iv) the right to approve any amendment, modification or change to the Phase III Purchase Agreement which materially diminishes the rights of the Borrower thereunder or materially increases the obligations of the Borrower thereunder. Borrower shall be entitled to rely on any such approval given by the Administrative Agent without any obligation to confirm that the Administrative Agent has obtained any such approval from the Requisite Lenders. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender to fund more than its Commitment of a Request for an Advance, without the approval of any Lender affected thereby. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 19.1 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any Significant Subsidiary is a Party, signed by Borrower, each such Party and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing writ ing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender (except as otherwise provided in Section 11.8) or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, commitment fee or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitment; (c) To release any material portion of the Collateral; (d) To amend the provisions of the definition of “"Requisite Lenders” ", Articles 8 or “Maturity Date”; (d) To 9 or this Section 11.2 or to amend or waive Article 8 Sections 6.4; or this Section 11.2; or -93- 100 (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To Except as contemplated by Section 2.6, to amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender Bank or the amount of any commitment fee fees payable to any LenderBank, or the rate at which any other fee or amount is payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitment (except as contemplated by Section 2.9); (c) To amend the provisions of the definition of “"Requisite Lenders” Banks", Articles 8 or “Maturity Date”; (d) To amend or waive Article 8 9 or this Section 11.2; or (ed) To amend any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative AgentAgents.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event therefrom shall be effective unless in writing signed by the each Loan Party party thereto and Required Lenders and acknowledged by Administrative Agent (or signed by Administrative Agent with the prior written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative AgentRequired Lenders), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing sentence, without the approval in writing of all the LendersBorrower, Administrative Agent and each Lender affected thereby, no amendment, modification, supplement, termination, waiver waiver, approval, or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principal, principal prepayments or of any Outstanding Obligations owed to such Lender; (b) Reduce the rate of interest payable on, on any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Outstanding Obligations owed to such Lender or the amount or rate of any commitment fee payable to any Lender, or any other fee or other amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents Documents, except that Required Lenders may waive or to waive defer the imposition of the Default Rate; (c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest interest, any commitment or any utilization fee, or any other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to such Lender under the Loan Documents; (bd) To postpone Postpone any date fixed scheduled for any the payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment for the payment of any feecommitment or utilization fee or for the payment of any other amount, in each case payable to such Lender under the Loan Documents, or to extend the term of, or increase the amount of, such Lender's Commitment (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the Revolving Facilityconsent of Required Lenders) or modify the Pro Rata Share of such Lender (except as contemplated hereby); (ce) To amend Amend or waive the definition of "Required Lenders" or the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.210.01 or 10.06; or (ef) To amend Amend or waive any provision of this Agreement that expressly requires the consent or approval of such Lender; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of Administrative Agent, (ii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto and (iii) no amendment, waiver or consent shall release all or substantially all of Guarantors from their obligations under the Guarantee Agreement without the written consent of all Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with and the written approval of the Requisite Lenders (andor Required Lenders, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Anything herein to the contrary notwithstanding, no such document shall (a) increase the Revolving Commitment or Term Loan Commitment of any Lender hereunder or any part thereof without the written consent of such Lender, (b) extend or postpone the Maturity Date, the payment dates of principal or interest thereunder, or the payment of facility or other fees or amounts payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the rate of interest on any Notes, or any amounts of principal or interest due on any Note or the payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder without the written consent of each Lender directly affected thereby, (d) change any percentage voting requirement, the voting rights, or the Required Lenders definition in this Agreement without the written consent of each Lender, (e) release or subordinate the lien position for any material Collateral other than as provided below or release the Company from its guaranty under Section 11.16 without the written consent of each Lender, (f) make any amendment to this Section 10.14 without the written consent of each Lender, (g) change Section 2.16, without the approval written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender, (i) amend Section 2.23(b) in writing a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Borrower, without the written consent of all each Lender; (j) make any amendment to Section 8.4, without the consent of each Lender or (k) subordinate payment of any material portion of the Secured Obligations to payment of any other Indebtedness of Borrower without the consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Banks or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be, and any change to Section 2.16 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Banks; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.7(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.8(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders, no . Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, modification, supplement, termination, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be effective: made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (ai) To amend upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or modify unliquidated at such time), and the principal ofcash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or the amount (iv) as required to effect any sale or other disposition of principal, principal prepayments or the rate such Collateral in connection with any exercise of interest payable on, any Note, or the amount remedies of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the Loan Documents; preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (bother than those expressly being released) To postpone upon, or obligations of any date fixed for Borrower or any payment of principal Guarantor in respect of, prepayment of principal of all interests retained by any Borrower or any installment Guarantor, including the proceeds of interest onany sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any Note amendment, waiver, modification or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly agreement which by its terms requires the consent or approval of all Lenders or each affected Lender may be effected with the Lenders. Any amendmentconsent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, modification(ii) the principal amount of, supplementor interest or fees payable on, terminationLoans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, waiver amendment or modification requiring the consent pursuant to this Section 11.2 of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall apply equally to, and shall be binding upon, all require the Lenders and the Administrative Agentconsent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, supplement, extension, termination amendment or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Required Banks and each Loan Party party to the relevant Loan Document or (with the consent of the Required Banks) the Administrative Agent with and each Loan Party party to the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any relevant Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Document, and then only in the specific instance and for the specific purpose given; and, and without the approval in writing of all of the Lendersaffected Banks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To to amend or modify the principal of, or the amount of principal, principal or principal prepayments or payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any LenderBank without the consent of that Bank, or to reduce or waive any interest or other fee or amount payable to any Lender (in its capacity as a Lender) under Bank without the Loan Documents or to waive an Event consent of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsthat Bank; (b) To to postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Obligation owing to a Bank or any installment of any feefee owing to a Bank, or to extend the term of the Revolving FacilityCommitment without the consent of that Bank; (c) To to amend or modify the provisions of the definition in Section 1.1 of “Requisite LendersRequired Banks” or “Maturity Date”this Section 11.2, or any provision providing for the ratable or pro rata treatment of the Banks without the consent of each Bank; (d) To amend or waive Article 8 or this Section 11.2release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided below); or (e) To to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the LendersBanks without the consent of each Bank. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent. Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer. In addition, no amendment, modification, termination or waiver of any provision (i) of Section 2.5 shall be effective without the written concurrence of Administrative Agent and, with respect to the purchase of participations in Letters of Credit, without the written concurrence of applicable Issuing Banks that have issued an outstanding Letter of Credit or have not been reimbursed for a payment under a Letter of Credit, (ii) of Article X or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. Notwithstanding anything to the contrary contained in this Section 11.2, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, defect, ambiguity or inconsistency or any error or omission of a technical, administrative or immaterial nature in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision in order to correct the same, and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Banks within five Business Days following their receipt of notice thereof. Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Bank, to the fullest extent permitted by applicable Law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any such amendment or waiver (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided that, any such amendment or waiver that would increase the Exposure or extend the term of the Commitment of such Defaulting Bank, postpone the date fixed for the payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal amount of any Obligation owing to such Defaulting Bank, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Bank or of any fee payable to such Defaulting Bank hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or, if such amendment, modification, supplement, extension, termination or waiver relates only to or only affects (x) the 18-Month Tranche Commitments and/or the 18-Month Tranche Advances, the Majority 18-Month Tranche Banks or (y) the 3-Year Tranche Commitments and/or the 3-Year Tranche Advances, the Majority 3-Year ▇▇▇▇▇▇▇ ▇▇▇▇▇, in each case, not by the other Banks) (or signed by the Administrative Agent with at the written approval direction of the Requisite Lenders Majority Banks, the Majority 18-Month Tranche Banks or the Majority 3-Year Tranche Banks, as applicable) (and, in the case of any amendmentamendments, modification modifications or supplement supplements of or to any Loan Document to which a Borrower is a Partyparty, signed by the approval in writing of the Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be effective:effective:‌ (a) To increase any Bank’s Commitment, extend scheduled payment dates of any Loan or Note beyond the Maturity Date, or reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 3.7) or fees in respect of the Commitments or the Loans, or extend the time of payment of principal, interest or fees, or reduce the principal amount of the Obligations; (b) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount provisions of the Revolving Facilitydefinitions of “Maturity Date”, “Majority Banks”, “Majority 18-Month Tranche Banks”, “Majority 3-Year Tranche Banks” or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility;this Section; or (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend modify any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any No amendment, modification, supplement, extension, termination or waiver shall contain terms that (1) directly and adversely affect the interests of the Banks of any Tranche and (2) directly limit the applicability of such terms to one or more Tranches of Advances and Commitments but not to the other Tranche(s) of Advances and Commitments, without the consents of the Majority Tranche Banks of each Tranche directly and adversely affected thereby. In addition, no amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally toshall, unless in writing and shall be binding upon, all the Lenders and signed by the Administrative AgentAgent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent acting in such capacity under this Agreement or any Note.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1011, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersLenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify (i) change the principal of, or the amount of principalprincipal of, or the amount of principal prepayments of, any Note without the consent of the holder thereof, or to forgive or reduce the amount of any reimbursement payments due with respect to any Letter of Credit without the approval of the Issuing Lender and each Revolving Lender, (ii) decrease the rate of interest payable onon any Note without the consent of the holder thereof, any Note, or (iii) increase the amount or percentage of the Revolving Facility, or the Pro Rata Share of any Lender or decrease the amount of any commitment fee payable to any Lender, in each case without the consent of that Lender, or (iv) decrease the amount of any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents without the consent of that Lender, or to (v) waive an Event of Default consisting of the failure of Borrower to pay when due any principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentscommitment fee hereunder; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note (including the Swing Line Note), any amount payable to reimburse any drawing under any Letter of Credit or any installment of any commitment fee, or to extend the term of either of the Revolving FacilityCommitments without the consent of the Lenders having a Pro Rata Share of the relevant Commitment. (c) To release or amend the Completion Guaranty, the Make-Well Agreement, the Greenspun Pledge Agreement (in each case except in accordance with their respective terms), any Subsidiary Guaranty, or any material portion of the Collateral, or amend any provision of the Loan Agreement, the amendment of which would have the effect of deferring or reducing any payment which would otherwise become due under the Make-Well Agreement, except as expressly provided for in any Loan Document (provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets secured by Indebtedness permitted by Section 6.9(f), (ii) assets which are the subject of a Disposition permitted by Section 6.2, and (iii) assets the sale, transfer or other disposition of which is not a Disposition, and shall do so upon request of Borrower subject to such reasonable and customary requirements as the Administrative Agent may specify); (cd) To amend the provisions of the definition of “Reduction Amount,” “Quarterly Payment Date,” “Requisite Lenders,” “Revolving Maturity Date,” “Term Maturity Date,” or “Maturity Completion Date”;, or to amend any constituent definition in a manner which results in a substantive change to any of the definitions listed in this clause (d); or (de) To amend or waive Article 8 or this Section 11.212.2, or Sections 6.4, 11.9 or 12.10; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of the Commitments of such Lender may not be increased or extended without the consent of such Lender.

Amendments; Consents. No amendment, amendment modification, supplement, supplement extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval in writing of the Requisite Majority Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by and Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, of or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment facility fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any facility fee, or any other fee or amount payable to any Lender under the Loan Documents, or to extend the term of the Revolving FacilityCommitment, or to release any collateral for the Obligations; (c) To amend or modify the provisions of the definition definitions of “Requisite "Commitment" or "Majority Lenders” ," or “Maturity Date”;Section 6.8 or this Section; or (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend modify any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, amendment modification, supplement, supplement termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event therefrom shall be effective unless in writing signed by the each Loan Party party thereto and Required Lenders and acknowledged by Administrative Agent (or signed by Administrative Agent with the prior written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative AgentRequired Lenders), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Notwithstanding the foregoing sentence, without the approval in writing of all the LendersBorrower, Administrative Agent and each Lender affected thereby, no amendment, modification, supplement, termination, waiver waiver, approval, or consent may be effectiveeffective to: (a) To amend or modify the principal of, or Reduce the amount of principal, principal prepayments or of any Outstanding Obligations owed to such Lender; (b) Reduce the rate of interest payable on, on any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Outstanding Obligations owed to such Lender or the amount or rate of any commitment fee payable to any Lender, or any other fee or other amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents Documents, except that Required Lenders may waive or to waive defer the imposition of the Default Rate; (c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest interest, any facility or any utilization fee, or any other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to such Lender under the Loan Documents; (bd) To postpone Postpone any date fixed scheduled for any the payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment Letter of Credit reimbursement obligation or for the payment of any feefacility or utilization fee or for the payment of any other amount, in each case payable to such Lender under the Loan Documents, or to extend the term of, or increase the amount of, such Lender's Commitment (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the Revolving Facilityconsent of Required Lenders) or modify the Pro Rata Share of such Lender (except as contemplated hereby); (ce) To amend Amend or waive the definition of "Required Lenders" or the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.210.01 or Section 10.06; or (ef) To amend Amend or waive any provision of this Agreement that expressly requires the consent or approval of such Lender; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Issuing Lender or Swing Line Lender, as the case may be, in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of such Issuing Lender or Swing Line Lender, as the case may be, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as the case may be, affect the rights or duties of Administrative Agent, (iii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto, (iv) any amendment, waiver, or consent to a Letter of Credit Application which is not inconsistent with Section 2.03 shall require only the written approval of Borrower, Administrative Agent and the applicable Issuing Lender, (v) any amendment, waiver or consent relating to the timing of any Swing Line Loan, the Minimum Amount of any Swing Line Loan or any procedural matter respecting any Swing Line Loan shall require only the consent of Swing Line Lender, Borrower and Administrative Agent and (vi) no amendment, waiver or consent shall release all or substantially all of Guarantors from their obligations under the Guarantee Agreement without the written consent of all Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party party therefrom, may in any event be effective unless in writing signed by the Administrative Agent Agents with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10Section 13 or Section 14, signed by the Administrative Agent or Security Agent, respectively), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) 12.16.1 To amend or modify the principal ofof (other than in accordance with Section 2.19), or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) 12.16.2 To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitment; (c) 12.16.3 To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; ” or to increase the percentages of Net Book Value as set forth in paragraphs (a) — (d) in the definition of “Borrowing Base,” or 12.16.4 To release all or a substantial portion of the Collateral from the Lien of the Collateral Documents if the effect thereof would be to cause a Borrowing Base Deficiency; 12.16.5 To amend or waive Article 8 Section 4 or this Section 11.212.16 or any part thereof; or (e) 12.16.6 To amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.16 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. Each amendment, modification, supplement, -------------------- extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which any of the Borrower or any of its Subsidiaries is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To (i) amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or (ii) amend (except as provided in Section 2.7) the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or (iii) decrease the rate of interest payable to any Lender, the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to (iv) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any Reduction Date or any other date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitment; (c) To amend permit the provisions term of any Letter of Credit to exceed one year or extend beyond the definition of “Requisite Lenders” or “Maturity Date”; (d) To release the Guaranty or any material portion of the Collateral, provided that if no Default or Event of Default exists, the -------- Administrative Agent may without the consent of any Lender (and shall at the request of Borrower), (i) release its Lien in any personal property financed or leased by the Borrower or its Subsidiaries in accordance with Section 6.9(d), (ii) release its Lien in any other Collateral as otherwise may be expressly provided for in any Loan Document, (iii) release its Lien in the equity securities of any Subsidiary of Borrower which is the subject of a Disposition permitted hereunder or which has Property having a value of less than $50,000 as of the date of such release, (iv) subordinate its Lien with respect to any Property which is the subject of a Disposition permitted hereunder, and (v) release its Lien in any Property which is the subject of a Distribution permitted under Section 6.5(c). (e) To amend the definitions of "Reduction Amount", "Reduction ---------------- --------- Date", Requisite Lenders" or "Maturity Date"; ---- ----------------- ------------- (f) To amend or waive Article 8 8, Section 6.4 or this Section 11.2Section; or (eg) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party Guarantor therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or Guarantor is a Partyparty, signed by Borrowereach such party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving FacilityAggregate Commitment, or the Pro Rata Share Percentage of any Lender (except with respect to increases in the Aggregate Commitment up to $1,250,000,000, as specifically provided for herein, provided that in no event may a Lender’s Commitment be increased without such Lender’s consent) or the amount of any commitment fee Facility Fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments (other than pursuant to Section 2.10); (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or12.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the LendersLenders to require a lesser number of Lenders to approve such action; (f) To release Borrower or Guarantor from liability under the Loan Documents; or (g) To change the manner or order of priority of distribution of any payments to the Lenders or the Administrative Agent. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender to fund more than its Percentage of a Request for an Advance, a Swing Loan or a Letter of Credit without the approval of any Lender affected thereby. There shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender and there shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Letters of Credit without the consent of the Administrative Agent. If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten (10) Banking Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond to the Administrative Agent within such period, the Administrative Agent may issue a second request in writing to such Lender for such consent, which shall include in the heading a notice in capital letters that such request is a second request and that such Lender’s consent shall be deemed to have been given if no response is received by the Administrative Agent within five (5) Banking Days after such second request. If that Lender fails to so respond to such second request within such period of five (5) Banking Days, such Lender shall be deemed to have approved the request, unless the consent or approval of all Lenders is required for the requested action as provided under this Section 12.1, in which event failure to so respond to such second request shall not be deemed to be an approval of such request. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.1 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal repayments and prepayments (other than prepayment required under Section 3.1(d)(iii), (iv) and (v), which shall only require the written approval of the Requisite Lenders for any amendment, modification, supplement, termination, waiver or consent to be effective) or the rate of interest payable on, any NoteObligation, or the amount of the Revolving Facility, (except pursuant to Section 2.6 or an assignment permitted pursuant to Section 11.8) the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, fee or to provide for additional extensions any Event of credit to Borrower by the Lenders pursuant to the Loan DocumentsDefault under Section 9.1(j); (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Obligation or any installment of any fee, or to extend the term of the Revolving Facility, or to release any Collateral (except as specifically provided for in any Loan Document), or to release any Guarantor from its obligations arising from any Guaranty except upon a Disposition of such Guarantor to the extent permitted pursuant hereto; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive any provision of Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders; provided, that (i) no amendment, modification, supplement, termination, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Requisite Lenders or all the Lenders, as the case may be, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Agreement relating to any Letter of Credit issued or to be issued by it. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent. If any amendment, modification or supplement to or of any provision of any Loan Document to which Borrower is a party is made and is not signed by Borrower, such amendment, modification or supplement shall have no force or effect on the Loan Document purported to be so amended, modified or supplemented.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the and Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; andPROVIDED, HOWEVER, that, except as otherwise expressly provided herein, (i) without the approval in writing of all the Administrative Agent and Supermajority Lenders, no amendment, modification, supplement, termination, waiver or consent may be effectiveeffective to amend the provisions of SECTION 7.14 while all or any portion of the Casden Loan is outstanding, SECTIONS 7.14(a), (c), (e) or (f) after repayment of the Casden Loan in full, or SECTION 8 or to amend any provision of this Agreement that expressly requires the consent or approval of Supermajority Lenders, and (ii) without the approval in writing of Administrative Agent and all Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective to the extent it involves a material change to any material provision of the Intercreditor Agreement or causes any of the following to occur: (a) To amend or modify the principal of, or reduce the amount of any scheduled payment of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents;; or (b) To postpone any date fixed for any scheduled payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving Facility;Commitment of any Lender) or modify the Pro Rata Share of any Lender; or (c) To amend the provisions of the definition of “"Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 ", "Supermajority Lenders", SECTION 9 or this Section 11.2SECTION 10.01; or (ed) To amend any provision of this Agreement that expressly requires the consent or approval of all Lenders; or (e) To (i) release Liens granted in favor of Collateral Agent with respect to any material portion of the LendersPledged Collateral, other than in connection with dispositions of such Pledged Collateral permitted under this Agreement or the Collateral Documents and provided that the proceeds of any such disposition are applied as required to be applied under this Agreement, or (ii) release any Guarantor which is a Material Entity from its obligations under the applicable Guaranty, provided that such Guarantor may be released by Administrative Agent in the event (1) such Guarantor is dissolved, merged, consolidated, liquidated, or wound-up as specifically provided in SECTIONS 6.04 or 7.03 and after giving effect to such dissolution, merger, consolidation, liquidation or winding-up, Borrowers remain in compliance with the other terms and provisions of this Agreement, or (2) there is a sale of the Stock of such Guarantor which complies with the terms of this Agreement, and after giving effect to such sale, Borrowers remain in compliance with the terms and provisions of this Agreement; PROVIDED, HOWEVER, that any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No Except as otherwise expressly set forth in this Agreement, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party party therefrom, may in any event be effective unless in writing signed by the Administrative Agent Agents with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10Section 13 or Section 14, signed by the Administrative Agent or Security Agent, respectively), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: 12.16.1 to extend or increase any Commitment of any Lender without the written consent of such Lender (a) To amend it being understood that a waiver or modify amendment of any condition precedent in Article 4 or the waiver of any Event of Default shall not constitute an extension or increase of any Commitment of any Lender); 12.16.2 to reduce the principal of, or rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the amount written consent of principaleach Lender directly and adversely affected thereby (provided that only the consent of the Requisite Lenders shall be necessary (x) to amend the definition of “Default Rate” or to waive the obligation of Borrower to pay interest at the Default Rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), principal prepayments or even if the effect of such amendment would be to reduce the rate of interest payable on, on any Note, Loan or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) Obligation under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or reduce any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsfee payable hereunder); (b) To 12.16.3 to postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan, or any installment of fees or other amounts payable hereunder or under any feeother Loan Document, or reduce the amount of, waive or excuse any such payment, without written consent of each Lender directly and adversely affected thereby; 12.16.4 to extend change Section 2.13 or Section 12.10 in a manner that would alter the term pro rata sharing of and, if applicable, the order of payments required thereby without the written consent of each Lender directly and adversely affected thereby; 12.16.5 to increase the percentages of Net Book Value as set forth in paragraphs (a) – (g) in the definition of “Borrowing Base,” without the written consent of all the Lenders; 12.16.6 to (i) release all or a substantial portion of the Revolving Facility; Collateral from the Lien of the Collateral Documents if the effect thereof would be to cause a Borrowing Base Deficiency, or (cii) To amend the provisions of the definition of “Requisite Lenders,” or “Maturity Date”(iii) release all of substantially all of the value of the Subsidiary Guaranties of the Obligations, in each case without the written consent of all the Lenders; (d) To 12.16.7 to waive any Default or Event of Default for purposes of Section 4.2 without the written consent of each Lender directly and adversely affected thereby; or 12.16.8 to amend or waive Article 8 or this Section 11.2; or (e) To amend 12.16 or any other provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders, without the written consent of all the Lenders; provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of (A) Administrative Agent, unless in writing executed by Administrative Agent, (B) any Issuing Lender, unless in writing executed by such Issuing Lender and (C) Swing Line Lender, unless in writing executed by such Swing Line Lender, in each case in addition to Borrower and the Lenders required above. Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender, and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.16 shall apply equally to, and shall be binding upon, all the Lenders and Administrative Agent. Notwithstanding the foregoing, Agents and Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to affect administrative changes that are not adverse to any Lender, and such amendment shall become effective without further consent of any other party to such Loan Document other than Borrower, Administrative Agent and, if applicable, Security Agent. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Administrative AgentAgent shall have the discretion, is authorized to grant and may direct the Security Agent to grant any consent, waiver, amendment, release of Collateral or other accommodation reasonably necessary to incur any Indebtedness of any Special Purpose Financing Vehicle permitted hereunder, provided that after giving effect to such Indebtedness, Borrower shall not be in Default of any of its obligations hereunder and such Indebtedness will not adversely affect the interest of the Lenders.

Amendments; Consents. No amendment, modification, supplement, -------------------- extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval in writing of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)Lenders, and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To (i) amend or modify the principal of, or the amount of principal, principal prepayments repayments on, any Obligation, (ii) increase the amount of the Commitment except as contemplated by Section 2.7, or (iii) decrease the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To Except as otherwise expressly provided for herein, to postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Obligation or any installment of any feecommitment fee or other credit fee payable to any Lender, to extend the Maturity Date or any Reduction Date, or to extend the term of the Revolving Facilityrelease any Collateral (except as specifically provided for in any Loan Document); (c) To amend amend, modify or waive the provisions of the definition definitions of “"Available Cash Flow" or "Requisite Lenders” " or “Maturity Date”amend or modify Article 9, Sections 1( )1(o), 1( )1(r), 1( )1(t), and 1( )1(u) this Section, or Sections 13.18, 13.24, 13.26 or 13.27; (d) To amend or waive Article 8 modify any provision of this Agreement in a manner which materially and adversely affects the Administrative Agent or this Section 11.2; orthe Issuing Lender without their written consent; (e) To amend or modify any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 13.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Parent, Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Parent or any Borrower is a Partyparty, signed by Borrower, Parent and that Borrower and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; andprovided, however, that without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the forgive any principal ofObligation, or defer any required payment of any Obligation, reduce the amount of principal, principal prepayments or the rate of interest payable onon any Loan or Advance without the consent of the affected Lender, any Note, or increase the amount of the Revolving Facility, Commitments or increase the Pro Rata Share Applicable Percentages of any Lender or decrease the amount of any commitment letter of credit fee or facility fee payable to any LenderLender (other than as a result of exercising rights under Section 11.14), or reduce any other fee or amount payable to any Lender (in its capacity as a Lender) the Creditors under the Loan Documents without the consent of each affected Creditor or to waive an Event of Default consisting of the failure of any Borrower to pay when due principal, interest or any fee, facility fee or to provide for additional extensions letter of credit to Borrower by the Lenders pursuant to the Loan Documentsfee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment of any facility fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”this Section 11.2 or to amend or waive Section 6.2; (d) To amend release or waive Article 8 or this Section 11.2subordinate the Parent Guaranty; orand (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. ; Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Creditors. If, in connection with any proposed amendment, modification, supplement, termination, waiver or consent to any of the provisions hereof as contemplated by clauses (a) through (e), inclusive, of this Section 11.2, the consent of the Requisite Lenders is obtained, but the consent of one or more of the other Lenders is required and is not obtained, then the Administrative AgentBorrowers shall have the right to replace such non-consenting Lender with one or more Eligible Assignees in accordance with Section 11.14(b) if such Eligible Assignee consents to the proposed amendment, modification, supplement, termination, waiver or consent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunderthereunder not expressly delegated to the Administrative Agent, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by (i) in all circumstances other than those described in clause (ii) of this sentence, the Required Lenders or such other group of Lenders as are then required to approve of such action under the Co-Lender Agreement (and Borrower shall be permitted to rely upon the Administrative Agent’s representation that the applicable Lenders required under the Co-Lender Agreement have approved any of the actions taken by the Administrative Agent with the written approval of the Requisite Lenders under this Section 8.2) or (andii), in the case of any amendmentthe following actions, modification all of the Lenders or supplement such other group of or Lenders as are then required to any Loan Document to which Borrower is a Party, signed by Borrower, and, in approve of such action under the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effectiveCo-Lender Agreement: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principalprincipal under, principal prepayments on, interest or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or the Pro Rata Share Percentage of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of a Default consisting of the failure of Borrower to pay when due principal, interest or any fee, fee (it being understood and agreed that only the approval of the Required Lenders shall be required for any modification that increases the rate of interest or to provide for additional extensions the amount of credit to fees payable by Borrower by the Lenders pursuant to the Loan Documentshereunder); (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “Requisite Default”, “Required Lenders”, or “Facility Termination Date” or “Maturity Date”the provisions of Section 2.5 or of Section 6.18; (d) To amend or waive Article 8 or this Section 11.2; or8.2; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the Lenders to require a lesser number of Lenders to approve such action; (f) To release Borrower or any guarantor or any Collateral or to subordinate the Lenders’ security interest in the Collateral, except as specifically provided herein or in the Security Documents; or (g) To amend the Co-Lender Agreement or otherwise change the manner of distribution of any payments to the Lenders or the Administrative Agent, or the allocation of any such payments among the Lenders; and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any other Loan Party is a party, signed by each such party, and, in the case of any amendment, modification or supplement to Section 2.4 or Article 10, signed by the Administrative Agent. In addition, the Administrative Agent agrees that it shall not, without first obtaining the prior approval of the Required Lenders, approve any amendment, modification or change to the Ground Lease which materially diminishes the rights of the Owner or leasehold mortgagees thereunder or materially increases the obligations of the Owner thereunder. Owner shall be entitled to rely on any such approval given by the Administrative Agent without any obligation to confirm that the Administrative Agent has obtained any such approval from the Required Lenders. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender to fund more than its Commitment of a Request for an Advance, without the approval of any Lender affected thereby. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 8.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Facility or the Pro Rata Share of the Facility of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To release any Guarantor from its Guaranty or to release any Collateral from the Lien of the Collateral Documents with a book value (as determined in accordance with GAAP) in excess of $50,000 except if such release of Collateral occurs in connection with a Disposition of assets permitted under Section 6.4 or other action permitted under the Loan Documents, in which case such release shall not require the consent of any of the Lenders; or (e) To amend or waive Article 8 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or, if such amendment, modification, supplement, extension, termination or waiver relates only to or only affects (x) the 18-Month Tranche Commitments and/or the 18-Month Tranche Advances, the Majority 18-Month Tranche Banks or (y) the 3-Year Tranche Commitments and/or the 3-Year Tranche Advances, the Majority 3-Year ▇▇▇▇▇▇▇ ▇▇▇▇▇, in each case, not by the other Banks) (or signed by the Administrative Agent with at the written approval direction of the Requisite Lenders Majority Banks, the Majority 18-Month Tranche Banks or the Majority 3-Year Tranche Banks, as applicable) (and, in the case of any amendmentamendments, modification modifications or supplement supplements of or to any Loan Document to which a Borrower is a Partyparty, signed by the approval in writing of the Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend increase any Bank’s Commitment, extend scheduled payment dates of any Loan or modify Note beyond the principal ofMaturity Date, or the amount of principal, principal prepayments or reduce the rate of interest payable on, (other than any Notewaiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 3.7) or fees in respect of the Commitments or the Loans, or extend the amount time of the Revolving Facility, or the Pro Rata Share payment of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any feefees, or to provide for additional extensions reduce the principal amount of credit to Borrower by the Lenders pursuant to the Loan DocumentsObligations; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of amend or any installment of interest on, any Note or any installment of any fee, or to extend modify the term provisions of the Revolving Facility;definitions of “Maturity Date”, “Majority Banks”, “Majority 18-Month Tranche Banks”, “Majority 3-Year Tranche Banks” or of this Section; or (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend modify any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any No amendment, modification, supplement, extension, termination or waiver shall contain terms that (1) directly and adversely affect the interests of the Banks of any Tranche and (2) directly limit the applicability of such terms to one or more Tranches of Advances and Commitments but not to the other Tranche(s) of Advances and Commitments, without the consents of the Majority Tranche Banks of each Tranche directly and adversely affected thereby. In addition, no amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally toshall, unless in writing and shall be binding upon, all the Lenders and signed by the Administrative AgentAgent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent acting in such capacity under this Agreement or any Note.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party Guarantor therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Partyparty, signed by Borrower, Borrower and, in the case of any amendment, modification or supplement to Article 10Section 9, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersBanks, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender Bank (except as contemplated by Section 2.13) or the amount of any commitment fee payable to any LenderBank, or any other fee or amount payable to any Lender (in its capacity as a Lender) Bank under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of the Revolving FacilityCommitment, or to release the Guaranty; (c) To amend the provisions of the definition of “"Requisite Lenders” Banks", Sections 4 or “Maturity Date”9 or this Section; (d) To amend or waive Article 8 or this Section 11.2release any material portion of the Collateral (except as otherwise expressly provided in any Loan Document); or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the LendersBanks. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders Banks and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender’s Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving FacilityCommitment of any Lender) or modify the Pro Rata Share of any Lender; (c) To release collateral in which Lenders have a security interest to secure the performance of Borrower's obligations under the Loan Documents constituting more than 20% of the value of Borrower's consolidated assets; (d) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”the provisions of Section 4, Section 9, this Section 10.01 or Section 10.06; (de) To amend or waive Article 8 or this Section 11.27.12(g); or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all Lenders; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Administrative Agent, and (iii) the fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower any of the Borrowers or any of the Guarantors is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1011, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (ai) To amend or modify the principal of, or the amount of principal, principal prepayments or on any Note, (ii) to decrease the rate of interest payable on, on any Note, or (iii) to increase the amount of the Revolving Facility, Commitment (except as provided in Section 2.6) or the Pro Rata Share of any Lender or Lender, (iv) to decrease the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or (v) to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any fee, commitment fee or other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsany Lender; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or any other amount payable to any Lender, or to extend the term of the Revolving FacilityCommitment. (c) To release the Amended and Restated Parent Guaranty or the Amended and Restated Sibling Guaranty or to materially reduce the liabilities of the Parent or the Sibling Guarantors thereunder, or to release any material portion of the Collateral except as expressly provided for in any Loan Document (provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets securing Indebtedness permitted by Section 7.9(e), (ii) assets which are the subject of a Disposition permitted by Section 7.2, (iii) assets the sale, transfer or other disposition of which is not a Disposition and (iv) assets that are transferred to an Unrestricted New Venture Entity as a contribution to its capital that comply with the limitations contained in Section 7.16, and shall do so upon request of Borrowers subject to such reasonable and customary requirements as the Administrative Agent may specify); (cd) To amend the provisions of the definition of “"Requisite Lenders” ," or “"Maturity Date”;"; or (de) To amend or waive Article 8 Articles 9 or 10, this Section, or Section 11.27.4; or (ef) To increase the amount of Pari Passu Term Debt which may be incurred pursuant to Section 7.9(c) or the aggregate amount of Pari Passu Term Debt and increases to the Commitment that are permitted pursuant to Section 2.6; or (g) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party Guarantor therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or Guarantor is a Partyparty, signed by Borrowereach such party, and, in the case of any amendment, modification or supplement to Section 3.2 or Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend amend, modify, forgive, reduce or modify waive the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving FacilityAggregate Line Commitment, the Aggregate Term Commitment, the Line Loan Percentage or the Pro Rata Share Term Loan Percentage of any Lender (except with respect to increases in the Aggregate Commitment up to a total of $1,800,000,000, as specifically provided for herein, provided that in no event may a Lender’s Commitment be increased without such Lender’s consent) or the amount of any commitment fee Facility Fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments (other than pursuant to Section 2.10); (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or12.1; (e) To amend any provision of this Agreement that expressly requires the consent or approval of all of the LendersLenders to require a lesser number of Lenders to approve such action; (f) To release Borrower or Guarantor from liability under the Loan Documents; or (g) To change the manner or order of priority of distribution of any payments to the Lenders or the Administrative Agent. No amendment, modification, supplement, extension, termination or waiver or consent may be effective to require a Lender to fund more than its Line Loan Percentage and/or Term Loan Percentage of a Request for an Advance, a Swing Loan or a Letter of Credit without the approval of any Lender affected thereby. There shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender and there shall be no amendment, modification or waiver of any provisions in the Loan Documents with respect to Letters of Credit without the consent of the Administrative Agent. If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten (10) Banking Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond to the Administrative Agent within such period, the Administrative Agent may issue a second request in writing to such Lender for such consent, which shall include in the heading a notice in capital letters that such request is a second request and that such Lender’s consent shall be deemed to have been given if no response is received by the Administrative Agent within five (5) Banking Days after such second request. If that Lender fails to so respond to such second request within such period of five (5) Banking Days, such Lender shall be deemed to have approved the request, unless the consent or approval of all Lenders is required for the requested action as provided under this Section 12.1, in which event failure to so respond to such second request shall not be deemed to be an approval of such request. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 12.1 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Credit Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower such Credit Party is a Partyparty, signed by Borrower, such Credit Party and, in the case of any amendment, modification or supplement to Article 10affecting the rights and duties of the Administrative Agent, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenderseach Lender directly affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify decrease the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or to increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender such Lender, or to decrease the amount of any commitment fee Facility Fee payable to any Lender, such Lender or any other fee or amount payable to any such Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note Loan or any installment of any feeFacility Fee or any other fee or amount payable to such Lender under the Loan Documents, or to extend the term of the Revolving FacilityCommitments; (c) To amend the provisions of the definition of “Requisite Lenders,” Article IV or “Maturity Date”this Article; (d) To amend release the Company from its Obligations under the Company Guaranty, to release the Guarantor from its Obligations under Section 10.01 hereof or waive Article 8 or this Section 11.2to release any Foreign Borrower from its obligations under any Foreign Borrower Joinder Agreement in respect of outstanding Foreign Currency Loans; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party Obligor therefrom, may in any event be effective unless in writing signed or approved in writing by the Requisite Lenders or by the Administrative Agent with the written approval consent of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to (i) Article 10, signed by the Administrative Agent, and (ii) to any Loan Document, signed by the Obligors party thereto), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the LendersLenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To Except as provided by Section 2.8, to amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender (except in connection with any assignments made in accordance with Section 11.8 with the consent of all necessary parties) or to decrease the amount of any commitment fee payable to any Lender, or to decrease any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee or letter of credit fee, or to extend the term of the Revolving FacilityCommitment, or to release the Guaranty (except as otherwise provided in any Loan Document); (c) To permit the term of any Letter of Credit to exceed one year or extend beyond the Maturity Date; (d) to release any portion of the Collateral having an aggregate value in excess of $500,000 (except as expressly provided in any Loan Document); (e) To amend the provisions of the definition of “"Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 ", Section 8.2 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all of the Lenders and the Administrative AgentCreditors.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no Document nor consent to any departure by Borrower or any other Party variance therefrom, may in any event shall be effective unless the same shall be in writing and signed by the Administrative Agent with and the written approval of the Requisite Lenders (andor Required Lenders, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent)as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and, without . Anything herein to the approval in writing of all the Lenderscontrary notwithstanding, no amendment, modification, supplement, termination, waiver or consent may be effective: shall: ▪ (a) To amend extend or modify increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the termination of such Commitment pursuant to this Agreement, in each case without the written consent of such Lender (it being understood that the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); BUSINESS.31509358.18 ▪ (b) postpone any date scheduled for, or reduce the amount of, any payment of principal of, or interest on, any Loan, or any fees or other amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver of any mandatory prepayment of Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees; ▪ (c) reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable (cash pay interest) specified herein on, or change the currency of, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share (it being understood that a waiver of any Lender Default or the amount Event of any commitment fee payable to any LenderDefault or mandatory prepayment shall not constitute a reduction or forgiveness of principal), or any fees or other fee amounts payable hereunder or amount payable under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of a financial ratio (including the definition of Excess Availability) or in the component definitions thereof shall not constitute a reduction in any Lender rate of interest or any fees based thereon; provided however that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate; ▪ (d) change Section 2.5 or any other section of this Agreement in its capacity as a manner that would alter the pro rata funding of each Loan, change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder or any change to the definition of Applicable Percentage without the written consent of each Lender, ▪ (e) change any percentage voting requirement, the voting rights or the Required Lenders definition without the written consent of each Lender, ▪ (f) change Section 7.4 of this Agreement, without the written consent of each Lender, ▪ (g) other than in a transaction expressly permitted under this Agreement on the Closing Date, release any Borrower without the written consent of each Lender, ▪ (h) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender; (i) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the Liens on the Collateral in any transaction or series of related transactions, without the written consent of each Lender; ▪ (j) other than in a transaction expressly permitted under this Agreement on the Closing Date, subordinate (or take any action that has the effect of subordinating) the Lien on all or substantially all of the Collateral granted to secure the Secured BUSINESS.31509358.18 Obligations or subordinate (or take any action that has the effect of subordinating) the Secured Obligations in right of payment, without the written consent of each Lender; ▪ (k) amend this Section 9.14 or Section 9.16 of this Agreement, without the written consent of each Lender; provided however only the consent of the Required Lenders shall be required for a waiver involving any amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent without the prior written consent of the Agent. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) [reserved], (b) if the Agent and the Borrower Representative shall have jointly identified an obvious error or any error, ambiguity or omission, defect or inconsistency of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrower Representative shall be permitted to amend such provision and (c) the Agent and the Borrower Representative shall be permitted to amend any provision of any Security Document, Guaranty, or enter into any new agreement or instrument, to be consistent with this Agreement and the other Loan Documents or as required by local law to waive an Event of Default consisting of the failure of Borrower give effect to pay when due principal, interest or any feeguaranty, or to provide give effect to or to protect any security interest for additional extensions the benefit of credit the Secured Parties, in any property so that the security interests comply with applicable Law, and in each case, such amendments, documents and agreements shall become effective without any further action or consent of any other party to any Loan Document if in the case of amendments contemplated by clause (b) the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), (ii) constituting property being sold or disposed of if the Borrower Representative certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this BUSINESS.31509358.18 Agreement, or (iv) as required to affect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII. Except as provided in the Loan Documents; preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (bother than those expressly being released) To postpone upon, or obligations of any date fixed for Borrower or any payment of principal Guarantor in respect of, prepayment of principal of all interests retained by any Borrower or any installment Guarantor, including the proceeds of interest onany sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any Note amendment, waiver, modification or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly agreement which by its terms requires the consent or approval of all Lenders or each affected Lender may be effected with the Lenders. Any amendmentconsent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, modification(ii) the principal amount of, supplementor interest or fees payable on, terminationLoans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, waiver amendment or modification requiring the consent pursuant to this Section 11.2 of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall apply equally to, and shall be binding upon, all require the Lenders and the Administrative Agentconsent of such Defaulting Lender.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitments or (subject to the last 3 paragraphs of this Section 11.2) the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitments; (c) To Except as set forth in the last paragraph of this Section 11.2, to amend the provisions of the definition of “Requisite Lenders” or “Revolving Loan Maturity Date”;; or (d) To release any Subsidiary Guarantor from the Subsidiary Guaranty or to release all or substantially all of the Collateral from the Lien of the Loan Documents; or (e) To amend or waive Article 8 Section 8.1 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders, the Administrative Agent and the Collateral Agent. Notwithstanding anything to the contrary in this Section 11.2, (i) Section 2.4 shall not be amended without the consent of the Issuing Lender and (ii) Article 10 shall not be amended without the consent of the Administrative Agent and the Collateral Agent. Notwithstanding anything to the contrary in this Section 11.2, this Agreement and any other Loan Document may be amended, amended and restated, supplemented or otherwise modified with the written consent of the Borrower and the Requisite Lenders to increase the aggregate Commitments of the consenting Lenders and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and other Loan Documents with the other then outstanding Obligations and to share ratably in the benefits of the Collateral and guarantees and in prepayments and to include appropriately the lenders holding such additional credit facilities in any determination of the Requisite Lenders. Notwithstanding anything to the contrary in this Section 11.2, each of the Administrative Agent and the Collateral Agent is authorized by the Lenders to enter into amendments or supplements to this Agreement, or any other Loan Document to which it is a party, with the Borrower or the applicable Subsidiary Guarantor for the purpose of curing any typographical error, incorrect cross-reference, defect in form, inconsistency, omission or ambiguity herein or therein (without any consent or approval by the Lenders). Notwithstanding anything to the contrary in this Section 11.2, (i) the Administrative Agent, the Collateral Agent and the Borrower or applicable Subsidiary Guarantor may enter into amendments, supplements or modifications to the Loan Documents or additional Loan Documents to reflect additional Collateral provided under the Loan Documents or effect releases of Collateral or guarantees permitted by the Loan Documents, or to take such further actions in respect of the Security Documents as contemplated hereunder and thereunder and (ii) the Administrative Agent and the Borrower may make amendments and supplements to the Loan Documents to add the New Lenders to the Credit Agreement, including the definitions of “Requisite Lenders” and “Pro Rata Share.”

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower the Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower any of the Parent, Borrowers or any of the Sibling Guarantors is a Party, signed by Borrowereach such Party, and, in the case of any amendment, modification or supplement to Article 1011, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (ai) To amend or modify the principal of, or the amount of principal, principal prepayments or on any Note, (ii) to decrease the rate of interest payable on, on any Note, or (iii) to increase the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or Lender, (iv) to decrease the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or (v) to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any fee, commitment fee or other amount payable to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documentsany Lender; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or any other amount payable to any Lender, or to extend the term of the Revolving FacilityCommitment. (c) To release the Second Amended and Restated Parent Guaranty or the Second Amended and Restated Sibling Guaranty or to materially reduce the liabilities of the Parent or the Sibling Guarantors thereunder, or to release any material portion of the Collateral except as expressly provided for in any Loan Document, provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets securing Indebtedness permitted by Section 7.9(d), (ii) assets which are the subject of a sale, transfer or other disposition of which is not prohibited by this Agreement, and (iii) assets that are transferred to an Affiliate which is not a Subsidiary in an Investment permitted by Section 7.16. The Administrative Agent shall promptly release its Liens upon any assets which are the subject of the foregoing proviso upon request of Borrowers subject to such reasonable and customary requirements as the Administrative Agent may specify; (cd) To amend the provisions of the definition of “"Requisite Lenders” ," or “"Maturity Date”;"; or (de) To amend or waive Article 8 Articles 9 or 10, this Section, or Section 11.27.4; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower Borrowers or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is Borrowers are a Party, signed by BorrowerBorrowers, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Commitment or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower Borrowers to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityCommitment; (c) To amend the provisions of the definition of “"Requisite Lenders” " or “"Maturity Date”;"; or (d) To release any Sibling Guarantor from the Sibling Guaranty or to release any material Collateral from the Lien of the Collateral Documents, except if such release of material Collateral occurs in connection with a Disposition permitted under Section 6.2, in which case such release shall not require the consent of any of the Lenders; or (e) To amend or waive Article 8 or this Section 11.2; or (ef) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, Facilities or the Pro Rata Share of any Facility of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving FacilityFacilities; (c) To amend the provisions of the definition of “"Requisite Lenders” or “", "Amortization Date", "Term Amortization Amount", "Revolving Facility Maturity Date”", or "Term Maturity Date"; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event therefrom shall be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed and acknowledged by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or reduce the amount of principal, principal prepayments or the rate of interest payable on, any NoteLoan, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or other amount payable to any Lender (in its capacity as a Lender) under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee) or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of of, or any installment of interest on, any Note Loan or any installment of any commitment fee, or to extend the term of, or increase the amount of, any Lender’s Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Revolving FacilityCommitment of any Lender) or modify the Pro Rata Share of any Lender; (c) To release Borrower or any Guarantor from its obligations under any Loan Document; (d) Except to the extent any release of collateral is contemplated under this Agreement or the other Loan Documents, to release collateral in which Lenders have a security interest to secure the performance of Borrower’s obligations under the Loan Documents constituting more than 20% of the value of Borrower’s consolidated assets; (e) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or the provisions of Section 4, Section 9, this Section 11.210.1 or Section 10.6; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.